The Making of a Hero
by Sparkles66
Summary: This is Helia's story as he goes from visiting Red Fountain to transferring back, meeting new friends, going on adventures, and finding true love with a certain fairy of nature.
1. Introducing Helia

_A/N: I have watched three different versions of the show and different versions say that Saladin is either Helia's uncle or grandfather. In this version he will be Helia's grandfather._

* * *

The brush was dragged carefully and steadily along the canvas. The lines and curves of the paint coming together to form an image over the once blank paper. _Brriinngg._ The bell rang signaling the end of the day. Throughout the room students were standing to clean brushes and put materials away.

All but one student that is. Helia was so absorbed in his work that he hadn't even heard the bell go off. He was currently working on an old fashioned painting, trying to capture the trees and flowers visible from outside the window. His eyes glanced back and forth from the window to his work as he continued his concentrated strokes.

Helia was broken away from the focus of his work only when the canvas was unexpectedly pulled away from him He looked up shocked at the person in front of him holding the canvas. "What are you doing Ethan?" he asked confused.

Helia was a tall 17 year old boy. He had pale skin and grey blue eyes. His dark midnight blue hair was pulled into a low ponytail that hung over his shoulder. He wore a light green loose peasant shirt with a brown rope like belt. He had beige pants and white and brown sneakers.

Ethan had short spiky brown hair and blue eyes. He had tan skin and wore a red sweater, black jeans, and black sneakers. "What does it look like I'm doing Helia? I'm taking this away before you end up spending your whole day here. Class is over it's time to go home." Ethan told him smirking before grabbing him by the arm and dragging him off, barely giving Helia the time to grab his bag before they were out the door.

As they made it through the door to of the classroom into the hall they met up with two other boys leaning against the wall waiting for them, Liam and Lucas.

Liam was a tall guy with blue eyes, short dirty blonde hair, and pale skin. He wore a white t-shirt with green jacket, beige pants, and white sneakers.

Lucas was also tall with brown eyes, shoulder length brown hair, and a peachy skin tone. He was wearing an orange short sleeved shirt, dark blue jeans, and white and orange sneakers.

"You guys do realize you could have left without me instead of rudely interrupting me." Helia said this as he gave a look to Ethan. Liam and Lucas smirked at each other and Ethan looked unrepentant.

"Oh come on I did you a favor. I like art just as much as the next guy, I mean come on this is art school, but you would get sucked into it if we let you." Ethan defended his actions and walked away the other three following after him.

Helia chose not to comment on that as they walked out of the building and off of the campus grounds. They walked in silence down the street as they made their way to their neighborhood. Ethan was telling an over exaggerated story of how he 'charmed' some girl into going out on a date with him.

Lucas was the first one to reach his house them Liam. This left Helia alone to deal with Ethan's rambling.

After a couple more minutes of Ethan's date ideas they reached Helia's house and Ethan continued down the street and around the corner. Helia walked inside shutting the door behind him. He walked up to his room and put his bag on his bed.

Helia had a rather large house. His bed had dark green bedding. He had six large windows spaced out on two of the walls. Against the wall without the door or any windows was a large wooden bookcase. Directly in front of two of the windows was a desk with different papers scattered all over it. Taking a closer look at them you would see different sketches and poems, along with pencils, paints, and brushes.

He pulled out his homework and sat down at his desk to clear a space and start the work. He had just finished and was pulling an unfinished poem towards him when he heard the door open and close downstairs followed by the chatter that signaled his parents' arrival home. Helia finished the line he had been writing and went downstairs to greet them.

His mother spotted him first as he made his way down the last steps. "Oh Helia, good, your home."

"Hi mom." He said as she walked over to him to give him a hug that he returned.

"Perfect timing Helia, we need to talk to you." His dad said as he hung up his coat. "Come on we picked up a pizza while we were out. We can talk over dinner."

Helia nodded his head and they entered the kitchen. He got out plates and placed them on the table then sat down with his parents. There was more silence as everyone grabbed their food and started eating. Helia waited patiently for his parents to say something.

Finally his mother broke the silence that had fallen over the family "So Helia, you know how much your grandfather liked having you at Red Fountain, and he was so disappointed when you decided to leave. Now you know your father and I respect your decision to leave Red Fountain and go to art school and we have no problem with that. Your grandfather respects your decision too but he did like having you there."

Helia's father spoke up now. "Helia your grandfather wants you to reconsider your choice. He wants you to think about transferring back to Red Fountain."

"I told you both and him I don't belong at Red Fountain. I wasn't for me, I don't believe in their pointless fighting." He told them seriously.

"We know that Helia and we are on your side but it really would make your grandfather so happy if you would just go for a visit. He wants you to go to see the reopening of Red Fountain after the witch attack on the Magix schools last year."

Helia sighed in defeat and agreed. "Fine, I'll go for a visit but I don't intend to stay and I'm going to make that very clear to him when I get there."

"Thank you Helia that's all we ask."

* * *

The next day at school Helia couldn't seem to focus on his work like he usually did. He had too many other things on his mind at the time. This didn't go unnoticed by his friends but they refrained from saying anything until the end of the day.

It wasn't until they left the building and were walking home that they brought up his unusual behavior. "Okay Helia spill, what's your deal?" Lucas asked him as he stepped in front of them to stop their walk.

"It's nothing don't worry about it." Was Helia's off handed reply. He tried to walk around Lucas but instead was dragged off to the nearby park by Liam and Ethan. "Yeah well we don't believe that now talk." Ethan ordered as they came to a stop.

Helia rolled his eyes but figuring that they wouldn't let him leave until he told them sighed and answered. "My grandfather wants me to transfer back to Red Fountain so now I'm stuck going back to visit for a week they unveil the new school after it was destroyed last year. He just doesn't understand that I'm a pacifist and I don't believe in what their teaching there."

Liam acted as the voice of reason here "Okay so you just have to stay for a week right? Then you can come back and he'll let the subject drop?"

"Yeah I leave tomorrow so I better get home to pack. The unveiling is in a few days then I'll be hanging around the school for the rest of the week." Helia told them. They all stood and left the park in companionable silence.

When Helia got home he went straight to his room to pack what he would need for his stay. He made sure to pack lightly, he wouldn't be there long. Having finished his packing he put his bag at the end of his bed and went to sleep. He would be leaving for Magix in the morning.

* * *

Helia's alarm woke him the next day. He turned it off and went to take a shower and get dressed. By the time he made it downstairs his parents were already sitting at the table eating breakfast. They finished eating and Helia went to grab his bag and stopped at the front door to say goodbye to his parents.

"Are you sure you don't want us to drive you there Helia?" his mother asked concerned.

"I'll be fine mom that transport station is only a few blocks away. The walk will be nice."

After assuring her that he would call as soon as he made it to the school he left and walked to the station.

Arriving there he looked at the transport pad he would be taking to Magix

 _Well this is it_ Helia thought as he stepped on to the pad and was transported to the magical city of Magix.


	2. Arrival in Magix

"Welcome to Magix. Thank you for using the magic transport station and please enjoy your stay." Was heard as Helia stepped off of the transport pad. He made his way through the still familiar streets to the bus stop. Even after being gone for over a year he still remembered this place like the back of his hand.

Helia sat on the bus as he waited, watching the people passing by. The bustle through the city was different than what he had become once again acquainted to on Knightly but at the same time not unfamiliar.

In the middle of his musings the bus arrived and Helia got up from his seat and entered the bus. He looked at the window at the passing view. The bus passes black mud swamp, Alfea, and went through the forest before finally making it to Red Fountain. The bus came to a stop and Helia walked off and made his way through the ruins of his old school.

Looking around Helia couldn't help but be shocked at the extent of the damage. He remembered every part of this building. He had been coming here years before he even attended to visit his grandfather and had every turn memorized. Now it was all gone and it was because of three power hungry witches.

Even now looking at the destruction though, he knew it still could have been so much worse.

Helia walked through the halls on his way to his grandfather's office. The sound of laughter made him look over at four boys. They were laughing loudly as they walked through the hall with their arms thrown around each other to keep them standing.

One of them had shoulder length blonde hair, another had short brown hair, the third boy had ginger hair and glasses, and the last had spiked back magenta colored hair.

Helia passed them as they, he assumed, went back to their dorm. Turning the next corner Helia reached the door to Saladin's office and knocked on it. "Come in"

Saladin looked up from the papers on his desk as his grandson walked in. "Ah Helia my boy, it's so good to see you again."

"Hello grandfather, it's good to see you to it's been a while."

"Yes with everything going on I haven't seen you since your last day at Red Fountain before you transferred."

"Yes well I'm enjoying art school. How has everything been going here with the witch invasion and all last year?"

"We pulled through, don't you worry about that. Now why don't we get you settled where you'll be staying for the week." With that Saladin stood from his desk and lead Helia to his room.

They arrived at a door and Saladin opened it and walked through with Helia following after him. "As happy as I am to see you again grandfather this is _only_ a visit. At the end of the week I'm going back to art school."

Saladin nodded his head absently. "Yes of course, of course. Now why don't you get yourself settled and then come back to my office? There are some people I would like you to meet." Saladin turned to leave but stopped just before he walked out the door. "Oh and before I forget, I believe these belong to you." Saladin pulled from his pocket a pair of laser string gloves and held them out to Helia.

"Grandfather I really don't-" Helia started but was not given the chance to finish his statement.

"Helia please take them, just in case. After all, you never know."

With a sigh Helia nodded his head and accepted the gloves. Saladin left and Helia turned back to face the room. Walking to the bed he discarded the gloves onto the table beside his bed and began to put his things away.

Having finished unpacking Helia made his way back to the office. Again he knocked on the door and waited for an answer before entering.

"Come in"

He pushed open the door and stepped entered the office. Along with his grandfather were now the four boys he had seen laughing in hallway when he first arrived at the school for heroics and bravery.

"Ah Helia, perfect timing. Let me introduce you. This is Prince Sky, Brandon, Timmy, and Riven. Boys this is my grandson Helia. They are some of our top students here, in fact had you still been enrolled here yourself you all would have been in the top rank." Saladin explained as he introduced the boys, pointing at each one in turn.

"You used to attend Red Fountain Helia?" asked Sky.

Before Helia could answer himself Saladin spoke up again. "Why yes, Helia was at the top of his class before he transferred schools."

"What school did you transfer to?" this question came from Timmy.

"I go to art school on my home planet, Knightly. I'm a pacifist and couldn't find a reason to stay here any longer." Helia admitted to them.

"Wait you're telling me a pacifist was Red Fountains top student?" Riven commented.

"Riven!" was heard from the other three boys as the one Helia had found out was named Brandon backhanded Riven to the head.

"What?" he asked outraged while rubbing the back of his head where Brandon had just hit him. The others in the room just shook their heads and Sky apologized for him. "Sorry about him Helia, he has no filter."

"Don't worry about it." Helia told him unaffected by Riven's attitude.

Saladin clearing his throat brought them out of their conversation and had the four specialists standing in attention. "Anyway, you boys will be showing Helia around and he will be watching your classes. Please make him feel welcome." This last part was directed at Riven but nobody dared to say anything about it.

"Yes sir." Sky, Brandon, Timmy, and Riven said in sync.

"Good, you're all excused. Go enjoy the rest of the day." With that dismissal the five boys left the Headmaster alone in the office and walked through the halls back to the boys' dorm room.

The boys all sat themselves around the room and fell into silence. Eventually the awkwardness in the room became too much and Helia decided to break it. "So tell me something about yourselves, what do you guys usually do when you're not in class?"

"You mean when we're not helping a group of fairies fight off the forces of complete and utter evil?" Brandon asked with a smirk on his face.

At Helia's confused expression Timmy explained what Brandon was talking about. "He means the Winx Club, Bloom, Stella, Flora, Musa, Tecna, and Layla. Layla just joined their friend group this year but last year the other girls are the ones that defeated the Trix during the witch invasion."

"Yeah Stella's my girlfriend, the others have yet to make things official but Sky's with Bloom, Timster's with Tecna, and Riven will deny it but he's got a thing for Musa." Brandon couldn't help but make the dig at Riven but before he could come up with a comeback Sky put his hand over his mouth and started to speak.

"Yeah and then Flora and Layla are single. Now this year the Trix broke out of Light Rock where they were serving their sentence and teamed up with Lord Darkar from Shadowhaunt. Earlier in the year Brandon, Bloom, Stella, Layla, and I went down there to rescue the pixies. Then when we got them back some of them ended up bonding with the girls. There's Lockette, Amore, Chatta, Tune, Digit, and Piff. You'll probably be seeing them around at some point."

"The girls are always getting themselves into the middle of something. Last year we were sent after them to the lost planet of Sparx. That's where Bloom's from, she the last princess. Apparently when the three ancestresses attacked the planet her sister Daphne was able to send her away to Earth and there she was found and raised by an Earth couple until the Blonde Stella found her and brought her to Alfea." His three friends looked at him with wide eyes. "What? Just because I don't care about things doesn't mean I don't listen to it and retain the information." The scowl that had previously left his face was back again after this.

Helia sat in silence as he took in the information he was given. Looking around at the people in front of him he came to the realization that this would definitely be an interesting week.


	3. Red Fountain's unveiling

"Welcome to Magix. Thank you for using the magic transport station and please enjoy your stay." Was heard as Helia stepped off of the transport pad. He made his way through the still familiar streets to the bus stop. Even after being gone for over a year he still remembered this place like the back of his hand.

Helia sat on the bus as he waited, watching the people passing by. The bustle through the city was different than what he had become once again acquainted to on Knightly but at the same time not unfamiliar.

In the middle of his musings the bus arrived and Helia got up from his seat and entered the bus. He looked at the window at the passing view. The bus passes black mud swamp, Alfea, and went through the forest before finally making it to Red Fountain. The bus came to a stop and Helia walked off and made his way through the ruins of his old school.

Looking around Helia couldn't help but be shocked at the extent of the damage. He remembered every part of this building. He had been coming here years before he even attended to visit his grandfather and had every turn memorized. Now it was all gone and it was because of three power hungry witches.

Even now looking at the destruction though, he knew it still could have been so much worse.

Helia walked through the halls on his way to his grandfather's office. The sound of laughter made him look over at four boys. They were laughing loudly as they walked through the hall with their arms thrown around each other to keep them standing.

One of them had shoulder length blonde hair, another had short brown hair, the third boy had ginger hair and glasses, and the last had spiked back magenta colored hair.

Helia passed them as they, he assumed, went back to their dorm. Turning the next corner Helia reached the door to Saladin's office and knocked on it. "Come in"

Saladin looked up from the papers on his desk as his grandson walked in. "Ah Helia my boy, it's so good to see you again."

"Hello grandfather, it's good to see you to it's been a while."

"Yes with everything going on I haven't seen you since your last day at Red Fountain before you transferred."

"Yes well I'm enjoying art school. How has everything been going here with the witch invasion and all last year?"

"We pulled through, don't you worry about that. Now why don't we get you settled where you'll be staying for the week." With that Saladin stood from his desk and lead Helia to his room.

They arrived at a door and Saladin opened it and walked through with Helia following after him. "As happy as I am to see you again grandfather this is _only_ a visit. At the end of the week I'm going back to art school."

Saladin nodded his head absently. "Yes of course, of course. Now why don't you get yourself settled and then come back to my office? There are some people I would like you to meet." Saladin turned to leave but stopped just before he walked out the door. "Oh and before I forget, I believe these belong to you." Saladin pulled from his pocket a pair of laser string gloves and held them out to Helia.

"Grandfather I really don't-" Helia started but was not given the chance to finish his statement.

"Helia please take them, just in case. After all, you never know."

With a sigh Helia nodded his head and accepted the gloves. Saladin left and Helia turned back to face the room. Walking to the bed he discarded the gloves onto the table beside his bed and began to put his things away.

Having finished unpacking Helia made his way back to the office. Again he knocked on the door and waited for an answer before entering.

"Come in"

He pushed open the door and stepped inside the office. Along with his grandfather were now the four boys he had seen laughing in hallway when he first arrived at the school for heroics and bravery.

"Ah Helia, perfect timing. Let me introduce you. This is Prince Sky, Brandon, Timmy, and Riven. Boys this is my grandson Helia. They are some of our top students here, in fact had you still been enrolled here yourself you all would have been in the top rank." Saladin explained as he introduced the boys, pointing at each one in turn.

"You used to attend Red Fountain Helia?" asked Sky.

Before Helia could answer himself Saladin spoke up again. "Why yes, Helia was at the top of his class before he transferred schools."

"What school did you transfer to?" this question came from Timmy.

"I go to art school on my home planet, Knightly. I'm a pacifist and couldn't find a reason to stay here any longer." Helia admitted to them.

"Wait you're telling me a pacifist was Red Fountains top student?" Riven commented.

"Riven!" was heard from the other three boys as the one Helia had found out was named Brandon backhanded Riven to the head.

"What?" he asked outraged while rubbing the back of his head where Brandon had just hit him. The others in the room just shook their heads and Sky apologized for him. "Sorry about him Helia, he has no filter."

"Don't worry about it." Helia told him unaffected by Riven's attitude.

Saladin clearing his throat brought them out of their conversation and had the four specialists standing in attention. "Anyway, you boys will be showing Helia around and he will be watching your classes. Please make him feel welcome." This last part was directed at Riven but nobody dared to say anything about it.

"Yes sir." Sky, Brandon, Timmy, and Riven said in sync.

"Good, you're all excused. Go enjoy the rest of the day." With that dismissal the five boys left the Headmaster alone in the office and walked through the halls back to the boys' dorm room.

The boys all sat themselves around the room and fell into silence. Eventually the awkwardness in the room became too much and Helia decided to break it. "So tell me something about yourselves, what do you guys usually do when you're not in class?"

"You mean when we're not helping a group of fairies fight off the forces of complete and utter evil?" Brandon asked with a smirk on his face.

At Helia's confused expression Timmy explained what Brandon was talking about. "He means the Winx Club, Bloom, Stella, Flora, Musa, Tecna, and Layla. Layla just joined their friend group this year but last year the other girls are the ones that defeated the Trix during the witch invasion."

"Yeah Stella's my girlfriend, the others have yet to make things official but Sky's with Bloom, Timster's with Tecna, and Riven will deny it but he's got a thing for Musa." Brandon couldn't help but make the dig at Riven but before he could come up with a comeback Sky put his hand over his mouth and started to speak.

"Yeah and then Flora and Layla are single. Now this year the Trix broke out of Light Rock where they were serving their sentence and teamed up with Lord Darkar from Shadowhaunt. Earlier in the year Brandon, Bloom, Stella, Layla, and I went down there to rescue the pixies. Then when we got them back some of them ended up bonding with the girls. There's Lockette, Amore, Chatta, Tune, Digit, and Piff. You'll probably be seeing them around at some point."

"The girls are always getting themselves into the middle of something. Last year we were sent after them to the lost planet of Sparx. That's where Bloom's from, she the last princess. Apparently when the three ancestresses attacked the planet her sister Daphne was able to send her away to Earth and there she was found and raised by an Earth couple until the Blonde Stella found her and brought her to Alfea." His three friends looked at him with wide eyes. "What? Just because I don't care about things doesn't mean I don't listen to it and retain the information." The scowl that had previously left his face was back again after this.

Helia sat in silence as he took in the information he was given. Looking around at the people in front of him he came to the realization that this would definitely be an interesting week.


	4. Here to Stay

After The party Helia retired back to his room and got ready for bed. When he finally tried to sleep though, he couldn't calm his mind. His thoughts were too loud and would not quiet down. So much had happened in the short few days since he arrived at Red Fountain.

He made some new friends, met an interesting girl, and threw his beliefs as a pacifist out the window the moment that girl was in danger. As adamant as he was when he first got here about not staying, he was having second thoughts now. He meant what he said to Flora that night. He really did want to see her again. There was something that just drew him to her.

But what about his other school and his other friends. He had just talked to them on the phone the day before; he told them that even though he was actually enjoying the visit he would be back by the end of the week.

He was conflicted and would have to come to a decision soon, so what better time than the present. Helia stood from his bed and walked over to the window and leaned out it looking up at the moon and stars.

He tried to keep his thoughts on the issue at hand. Would he go back home or should he give Red Fountain another chance. He stood there for some time before a realization came to him.

He left the school for heroics and bravery in the first place because he didn't have a reason to stay. There was nothing for him to fight for, nothing for him to protect. The last time he was here the fighting and battle was needless and it had no meaning or reason to it.

The answer suddenly hit him. There was a reason he acted without thought when Flora was in trouble that day. He didn't know how but he knew that Flora had managed to capture his heart. There was only one thing left to do. First thing in the morning he would go see his grandfather and tell him of his choice.

* * *

Helia was finally able to sleep after he made his decision and woke up early the next day. He got dressed and made his way through the still empty halls to the headmaster's office. Arriving in front of the large oak door after a few minutes of walking he knocked on it and waited for a response.

"Come in" was heard from inside.

Helia pushed open the door and stepped into the room. "Ah Helia, what are you doing here this morning? Is there anything I can do for you?" he asked his grandson.

"You win." He stated simply.

"What do you mean Helia?" Saladin had a hunch about what he was saying but wanted to be sure.

"I'm transferring back to Red Fountain." Helia said this out loud, finalizing his decision, even though he was pretty sure his grandfather new exactly what he was talking about.

"I'm glad to hear that Helia, We'll move you into Sky's squad's new dorm later on today." Helia nodded his head in understanding. "Why don't you wait here and I'll call the other boys in to inform them of the rooming change."

With that Helia took a seat in front of the desk and waited for the guys to arrive. A couple of minutes later there was a knock on the door and once again Saladin called them in. The door opened to reveal Codatorta leading in Sky, Brandon, Timmy, and Riven.

Saladin greeted the teens. "Boys you're here, good."

Headmaster Saladin what's going on?" asked Timmy.

"I have some good news boys. Helia here has decided to transfer back here to Red Fountain. He will be rooming with you boys and joining your squad."

The boys now noticed Helia sitting in the room with them for the first time. Brandon stepped up to him. "Cool, welcome to the team Helia. I will warn you right now, Riven looks awful when h first wakes up in the morning so if you see a terrifying monster lying around don't worry because there's only a fifty percent chance he'll hurt you."

"You would know wouldn't you Brandon." Sky pointed out, he and Timmy having been woken on several occasions by the two running around the dorm.

Riven just grumbled to himself as Timmy welcomed to Helia to the squad as well.

"Seeing as you boys have not yet moved into you're new dorm there won't be a problem fitting Helia, Sky, Brandon, and Timmy will share one room and Riven and Helia will share the other."

The, now, five heroes in training all immediately turned to stare at Saladin as if he had gone mad. Did they hear him right, there must have been a mistake? Sky was the first to shake himself out of his shocked stupor. "Uh are you sure about that Headmaster?" Sky asked uncertainly.

"Yeah I thought you actually wanted Helia to stay." Normally Riven would have hit or glared at Brandon for his side comment but couldn't exactly disagree with him.

"Of course I'm sure. I believe that all of you will gain something through this. That is all boys. You're excused to move into your new dorm. You will be in room B6 on the second level of dorms." With those last words from the school head the boys filed out of the room parting ways for now to go to their old rooms and gather their belongings.

After they had their things they made their way to the new dorm they would be sharing and got to work unpacking their things. This was done in silence and they finished relatively quickly and reconvened in the common area. Helia was the first one done considering he had only brought things for a week's visit.

For a while they just relaxed in their new dorm room and watched TV. Eventually they grew bored of what was on and soon after that they grew bored of Brandon constantly flipping through the channels.

They fell into another silence for a few minutes, nobody knowing what to say. Finally Riven broke the silence, as blunt as ever. "So why would a pacifist like you transfer to Red Fountain?" the other three face palmed at their friends lack of eloquence.

Helia was silent for a while with the others looking at him expectantly, unsure of what exactly to tell them. He decided to stay because of Flora. Was he supposed to tell these four boys, who were all very close to this girl, that he chose to leave his school and practically his life as he currently knew it behind because a girl he had only met once. Thinking about it now it sounded crazy but there was something about her. He had to take this chance, of things didn't go well he could always just finish out the school year and then go back to Knightly and attend art school again. Some things were just worth the risk.

"With all of my grandfather's insistence I just thought that maybe I should give Red Fountain another chance." He finally decided on this. It wasn't the truth; his grandfather honestly hadn't even been a factor in his decision when it came down to it. They didn't need to know that right now though.

"Really?" asked Riven suspiciously.

Timmy smirked at the long haired teen. "Are you sure there wasn't anything else that had to do with it?"

"Or maybe someone?" Sky asked knowingly.

"Like maybe a certain fairy you met yesterday? One with the power over, oh I don't know, nature?" Brandon made absolutely no attempt at subtlety to the surprise of no one and even wiggled his eyebrows suggestively.

"Don't be ridiculous. Sure Flora's pretty and kind and smart and brave- " Helia realized what he was saying and stopped his rambling but he had said too much, the others were all holding back laughter now but had smirks plastered across their faces. Brandon held back his laughter at his new teammates discomfort in order to inform him of one thing. "Yeah well just be good to her and we won't have any problems."

At this Helia could no longer hold back a blush and quickly excused himself to bed with the excuse that he would be leaving early in the morning to get the things he would need now that he was staying.


	5. Visiting Home

Helia was the first one to wake up the next day. Helia got out of bed and got ready for the day as quietly as possible. He didn't think waking Riven up this early would be the best way to start off being roommates.

Helia left the room quietly and stopped at his grandfather's office to inform him that he was leaving and would be back later that night. After being dismissed from the office he made his way to the transport station to go back to Knightly.

* * *

"Welcome to Knightly, please enjoy your stay" the overhead speaker spoke as Helia walked off the transport pad and out of the station. He walked out into the bright sunlight and smiled to himself. He would miss this place but right now Magix was where he needed to be. Helia was so sucked into his thoughts it felt as if only moments when he arrived at his house. He walked inside and shut the door behind him before walking into the kitchen to see his parents.

"Mom, dad" Helia got their attention and they seemed surprised to see him standing there.

"Helia what are you doing here? You're supposed to be at Red Fountain for a few more days." Helia's father questioned him.

"Helia sweetheart are you okay? Are you hurt? What happened? You're grandfather told me about the attack at the unveiling but he said you were okay, he told me you saved a fairy from it. Oh I'm so proud of you." This came from his mother who had so many questions going through her head she was unable to stay on one subject.

"Relax mom I'm fine. Yes there was a monster attack but everyone is okay." Helia took a deep breath to mentally prepare him for their reaction before he continued. "Actually I'm just here to get my things. I'm transferring back to Red Fountain."

His parents didn't speak for a while, they just looked at him as if waiting for him to speak again and tell them he was joking. It never came.

"You're serious?" asked his mother. "But why, I thought you didn't want to go back after you transferred to art school?"

"I had a change of heart." He kept his explanation as vague as possible.

"Okay, now tell us the real reason." His father dismissed his reply.

"I made my decision and you aren't going to change it." This was said with a mix of both determination and respect.

"Helia we support you're decision, we just want to know why you suddenly changed you're mind." His mother explained putting a hand on his shoulder.

"I just feel like that's where I need to be right now." Helia's parents nodded to him in understanding. His father then said goodbye to his wife and son and left for work. Once the front door was firmly shut and the car was out of the driveway and down the street Helia's mother turned back to him with a knowing look in her eyes.

"Okay Helia, who is she?"

Helia was shocked and couldn't speak up to answer her if he wanted to. "W-what? What are you talking about mom?" he answered her question with a question of his own.

"Oh Helia, a mother just knows these things. I can see it in your eyes. Now tell me her name."

Helia looked at his mother as if she had grown an extra head but caved and figured he might as well just tell her.

"Her name is Flora, I met her at the unveiling of the new Red Fountain. I made some friends at Red Fountain and they actually introduced me to her and her friends. She's part of the Winx Club, the girls that defeated the Trix last year during the witch invasion. We talked before the ceremony started and her friends pulled her away to go find their seats and then later at the post-party. She's amazing and I can't get her out of my head, she's actually the one I saved from the monster. She was trying to distract it to give the others a chance to attack but it got her first and the others were too far away to do anything and, I don't know, I just acted."

Helia's mother was now smiling widely at her son. "Have fun at Red Fountain Helia, I hope you find what you're looking for. Oh I'm going to miss you." Helia's mother hugged him before sending him off to his room to pack his things.

After packing his things and bringing them down stairs he left them next to the front door and told his mother he was going to break the news to his friends before leaving.

* * *

Arriving at the school Helia looked at his watch to check the time. Seeing that he still had about an hour before classes ended he sat down and pulled out his sketch book. Instead of drawing the nature scenery around him like he usually did Helia instead started drawing the person that had been stuck in his mind.

Helia was just finishing his drawing when the sound of footsteps reached his ears. He quickly put his things away and got to his feet. Looking around he spotted his friends and made his way over to them.

"Hey guys"

"Helia?" came from the three boys at once, confused at their friend's sudden arrival. Lucas spoke next "What are you doing here? We weren't expecting you back until the end of the week."

Ethan smirked before making his own comment. "So I assume you couldn't take being around those Neanderthals any longer and that's why you're back early?"

"Actually the opposite, I only came back to get my things and say goodbye. I'm transferring back to Red Fountain."

Absolute silence followed this revelation, followed soon after by uncontrollable laughter. Ethan, Lucas, and Liam were doubled over. Liam leaned against a tree and slowly slid down to the ground. Ethan leaned on Lucas until he lost his balance causing them both to smack into the dirt.

Throughout all of this Helia stood in front of them with a stoic look on his face, waiting for his friends to get a hold of themselves. Just when he started to lose his patience they calmed down enough to stop laughing and stand up again.

"I'm serious" there was no question in his voice. His friends suddenly stilled as they realized that he wasn't joking with them.

Once again they replied at once. "WHAT?" Helia stood in silence as the realization hit them and they stared right back at him.

"Why would you want to go back there after you left in the first place?" questioned Ethan

"I have my reasons." As much as Helia trusted the three boys in front of him he didn't want them to know about Flora.

"Have you completely lost your mind Helia? You won't last more than a month back there." Liam said this in a knowing tone.

Helia's eyes narrowed at this. "Oh is that so?" he asked, anger beginning to show in his voice.

"Yeah it is. You must have lost it if you think you can make it there as one of their 'heroes'. You'll be back here in no time and one day we'll look back on this ridiculous conversation and laugh about it." This was said condescendingly as Liam shook his head at the once again Red Fountain student.

"Well like I said I just came to say goodbye to my friends, it was my own mistake to think that they would support my decision. Well if you're right Liam I'll see you guys in about a month, but when I'm not back maybe you'll realize that you don't know me that well after all." Having said his part Helia turned his back and walked away so he could get his things from home and get back to Magix.

If Helia had turned around, which he hadn't, he would have seen Lucas back handing Liam and glaring at him before the three looked back to their friend in time to see him round the corner leaving them in silence.


	6. Return to Red Fountain

Helia had arrived back at Red Fountain and was currently settling in to what would now be his room. Riven sat on his bed across the room from him and watched Helia in silence. Even if Riven had been singing karaoke though Helia probably would not have even noticed.

His thoughts were on the conversation he had had only a few hours ago with his friends back on Knightly. He thought they would have understood or at the very least respect that this decision was what he wanted. They hadn't even taken him seriously and they made it blatantly obvious that they didn't think he had what it took to make it here.

If he had done it before he could do it again. He was here to stay, because this time he had a reason to be here and a reason to be a hero.

Helia's musings were finally interrupted when Riven spoke up for the first time since Helia got back. "So do you want to actually admit to me the reason that you suddenly decided to come back or do you want to hear what I already know?"

Helia turned around hearing this, not having expected Riven of all people to strike up a conversation with him. "What?"

"Come on now poet man, are you going to fess up or do you want me to say it?" Riven questioned without pause.

"Poet man?" Helia questioned.

"You heard me, now don't change the subject."

The only immediate answer to Riven's question was a blank stare. After a moment of shocked silence Helia was able to work his mouth again. "I just thought it would be a good change for me." Helia said this and then turned back to putting his things away.

"Okay, now why don't you try telling me the truth?"

Helia couldn't help but wonder if he was really that easy to read. Was it that obvious that there was more to the reason he came back to the school. First his mother called him out on it and now Riven of all people. Helia hadn't realized how long he had been thinking this over but apparently it was long enough for Riven to grow tired of waiting.

"Okay since it doesn't seem like you're gonna tell me any time soon I'm gonna tell you what I think. I think you came back because of someone and as flattering as the thought is something tells me I'm not that person. Now let's see, up until the unveiling you were dead set on going home at the end of the week. So that means it was someone you met there and there was one girl that seemed to have your undivided attention. Not just that but you also forgot all about your little pacifist morals when she was in trouble and only stopped fighting when you knew she was safe again. Any of this setting off any bells for you? You can't even deny that she's the reason you came back without getting distracted and going on a rant about how great she is."

Helia stared at him with wide eyes and once again without words. Riven stared right back at him with no sign of backing down.

"Um... well I... uh" Helia muttered incoherently, unable to get any actual words out.

"She seems to genuinely like you. Just don't mess with her and there shouldn't be any problems." Riven said this with a serious and threatening look on his face and then left the room before Helia could so much as attempt to say anything else.

* * *

"Ugh that was brutal. Why, of all people, did I have to be paired up with Riven for sparring?" Timmy sighed dramatically as he fell onto the couch in the common room of their dorm.

"Oh come on main frame, it wasn't that bad." Riven said off handedly as he too plopped himself onto the couch.

"You're not the one with the Charlie horse." He griped back as he rubbed his sore thigh.

"Oh no! Charlie horse! Charlie horse!" Riven mocked standing from the couch and hopping around on one leg while clutching the other in his hand. "Woah!" during Riven's little show he failed to notice Sky stick out his foot as he Brandon and Helia entered the room until he was lying face first on the floor.

"Come on Timmy it's not that bad. We all know Riven's a brute. I got my butt handed to me by a pacifist." Brandon tried placating Timmy as he slapped Helia on the back showing he didn't mean his words as an insult. "I never knew a couple strings could hurt so much."

In the same sparring class Timmy had been talking about Brandon and Helia had been paired up. Helia had been solely on the defensive at first while Brandon was on the offensive with his phantoblade. However, once it seemed that Brandon would win Helia surprised everyone by using his laser string gloves to wrap Brandon up by his ankles. He then pulled and sent Brandon falling to the ground.

"Yeah Helia you were great, especially since it was your first class in over a year." Sky complimented.

"Thanks guys, I guess what I learned never really left." Helia tried brushing off the compliments, not wanting to be the center of attention longer than necessary.

"It wasn't just sparring though. You were insane in strategies class too and we can't forget about how you flew the OWL." Brandon said remembering Helia explaining his tactics for the given situation in Strategy class and how he was a pro at flying their squad ship.

"You're a natural." Timmy said this as Brandon sat next to him on the couch and Riven got up from the floor and sat on his other side again. Helia and Sky sat on the couch across from them.

Before they could continue the conversation anymore someone's phone started ringing. They all pulled out their phones to see whose it was. It ended up being Helia's phone but instead of answering it he denied the call and put his phone away again.

"Who was that?" asked Timmy curious that he didn't answer.

"Nobody important" Helia was about to change the subject when his phone started ringing again. Just as before Helia took out his phone glanced at it and denied the call. Before he could even put it down, though, it started ringing again.

"Would just answer it already!" Riven had lost his patience and couldn't see the endless ringing stopping anytime soon. Helia having the same suspicion excused himself to his and Riven's room and closed the door behind him before answering the call.

"Hello" his greeting was said in a deadpan voice.

"Helia it's about time you answered your phone." The familiar voice chastised him.

"What do you want Liam?" Helia questioned the current art student.

"Hey don't forget us!" in the background Helia could hear Ethan and Lucas yelling at Liam to put it on speaker. Liam then replied to them sarcastically. "Oh who could ever forget you two?"

"Did you need something?" Helia asked, pulling their attention away from the argument that was about to start. The line filled with silence and Helia checked to see if there was anyone still on the other line. He put the phone back to his ear in time to hear Liam mumble something into the phone.

"What?"

"I said I'm sorry, we all are. We shouldn't have underestimated you like we did and we shouldn't have said the things we did about Red Fountain and we shouldn't have mocked you about being a hero. Look man your our friend and it was kind of a shock for you to tell us your visiting for a week and then come back early only to find out that your transferring schools and leaving us behind for something bigger and better."

Helia was silent for a beat then two, letting himself absorb what Liam had just said, before speaking as he heard Ethan and Lucas in the back ground agreeing with him.

"Look guys, I shouldn't have snapped at you like that and, maybe I should have explained a little better but this is what I need to do and where I need to be right now. I like it here I have some friends and there's this gi- well there are some interesting people here. I found a new reason to be here and be a hero and I can't just forget about that and go back now. There are some 'things' i need to find out more about"

His friends didn't seem to notice his slip up or at least it they weren't going to mention it. "We get that now and we fully support your decision. Just don't forget about us little people when you end up in the history books okay? so, are we forgiven?"

Helia let out a small laugh and answered them. "Yeah you're forgiven and I'm too."

"Forgiven. Oh and by the way Helia, don't think we didn't notice that little slip of yours before. I won't ask any questions now but I expect to meet this girl when you finally work up the guts to ask her out."

Maybe Helia hadn't been as inconspicuous as he had thought.

"Um, yeah, well..." Helia was now flustered and started to blush. Thank goodness he was alone in the room. The mere mention of Flora, even without her name being said made him love sick. He was in deep and he hardly knew the girl yet.

He was struck out of his thoughts by laughter coming from the other end of his phone. "Don't worry about it man, clearly this GIRL is the thing you want to find out more about. Just keep in touch okay."

"No problem." Helia smiled to himself. They said their goodbyes and Helia hung up and walked back into the main room.

"Everything okay Helia?" Sky asked as he saw their newest member re-enter the room.

"Yeah just some business from home that had to be taken care of. Everything's good now." With that said the boys went back to flipping through the tv until finally settling on a movie to watch before they went down to dinner.

Helia knew he made the right choice. This is where he needed to be and he was glad he was able to meet these people that had so easily become his good friends.


	7. The First Attack

It had been a couple of days since Helia had made up with his friends and he had been getting back into the habit of being a hero in training. He was getting some help from Timmy to catch up on the lessons he had missed the first few weeks before his return to the school. He had just left Timmy after going over a old battle tactics assignment when he walked passed the elevator and had to back track when he heard banging coming from inside. As he walked over the doors suddenly opened and none other than Sky came flying out and straight onto the ground. Sky lifted himself onto his knees grumbling incoherently. Sky looked up to see Helia extend his hand to him.

"Thanks Helia." Sky said appreciatively to his newest squad member and roomate.

"No problem. Is something wrong?" Helia asked cautiously.

Sky sighed before answering. "It's just Bloom I want to go steady with her so I called her and asked her to meet me here later so we could talk and she got all defensive and brought up Diaspro. The call didn't go as well as I expected. I just hope she calms down by the time she gets here." Helia had heard all about the day of the royals and Brandon and Sky switching identities so he wasn't entirely confused by this. The only thing that he didn't understood was why Bloom thought Diaspro had anything to do with this. Sky was clearly head over heels for the girl. If he was being honest Sky's feelings for Bloom were as obvious, as the other guys constantly pointed out, as his were for Flora.

"Don't worry Sky I'm sure everything will turn out all right. It's clear she loves you and she wouldn't be getting so defensive over Diaspro unless she was worried about losing you."

"Thanks Helia." Sky nodded to the other specialist. "I'm gonna go take a walk before she gets here and think out what I'm going to say to her."

Helia smiled to his friend. "I'm heading back to the dorm to work on a drawing I've been working on." Helia turned and started wallking away when he suddenly stopped again when Sky started saying something.

"Let me guess, is it another picture of Flora." hearing this Helia whipped around to face him with a shocked look on his face. It was true that he had found himself sketching Flora quite often recently, but it was hard not to when she was on his mind so much. The question was though how did Sky know that.

Seeing the unspoken question on his face Sky answered with a smirk. "Riven might have found a couple of picture when was looking for his phone in your room, and when I say looking for hhis phone I mean he was snooping. Don't worry we told him it was an invasion of privacy and not to do it again. Not that he'll actually listen to us but you'll get used to it, he does it to all of us."

Without another word Sky walked out of the building and onto the grounds. Helia stood there for another moment before turning and continuing his walk to the dorm room. Upon entering the dorm he walked into his and Riven's shared room and sat down at his desk. He wasn't planning on it but with Flora stuck in his head once again he took out a pen and started writing. His trash bin was soon filling up with crumpled papers when he didn't feel he was getting the poem right.

Helia was just about to start again when there was a loud explosion and the school shook. 'What he?' Helia stood and rushed over to the window where he saw what appeared to be a mayhem globe attacking the school. Helia recalled going over it in one of his classes but never expected to actually see one.

Helia quickly changed into his uniform and rushed out of the room. As he made his way to the control tower to see what he could do he heard a familiar voice call his name.

"Helia!"

Helia stopped and turned to See Flora, Bloom, and Tecna running over to him. "What's going on?" Bloom asked.

"There's a mayhem globe attacking the school. I'm on my way to the control tower now if you girls want to help." As Helia said this his eyes never strayed far from the fairy of Nature.

"Of course. Let's go!" Bloom said and the four of them now rushed up the school to the control room.

"Codatorta sir, I found Flora, Bloom, and Tecna and thought they could help."

"For sure!" The verbal response came from Timmy who turned to smile at the girls before looking nack to the monitors in front of him while Codatorta simply nodded his head.

Timmy then went on to update the girls and Helia on the whereabouts of their friends. "Sky and Brandon are both in ships directly attacking the mayhem globe and last I saw Riven he was-" Timmy was cut off by the door opening again to reveal Riven himself. "-right here." Timmy finished.

Riven ignored him and went on to seak to Codatorta "The guards have all been sent to the Veritoss chamber and are on guard now." Codatorta again nodded his understanding and went on to give out orders over the mic set to students throughout the building. "Keep after that thing and don't let it get into the school. First one to stop that thing gets to skip final exams!"

Codatorta now turned to those in the room with him. "Here's the situation. We don't know who sent this thing but it has to be kept away from the school."

Brandon's voice suddenly came in over the speakers "Codatorta the mayhem globe is leaving the immediate area. What do we do?"

Codatorta punched down on the speaker button. "Go after it and get that globe!" The screens then showed several aircrafts in pursuit of the disapearing globe.

Just as the ships went out of sight another alarm dstarted going off on the control pad. Timmy assessed the problem and reported back. "Three intruders just broke into the north wing!"

The girls gasped knowing who it was that sent the globe and just broke in. Codatorta started speaking before any of the fairies could "There's a direct path there to the Veritoss chamber!"

There was no doubt now what the Trix were after. Flora, Bloom, and Tecna all shouted at once their realization. "The codex!" With that they turned and ran to the door with Riven and Helia to get to the chamber. Tecna stopped just long enough to turn to Timmy "Be careful okay Timmy?"

"I will and you be careful too Tecna." Never taking his eyes off the control panel he was typing away on.

Just as they were about to exit the door opened and Sky walked in. He and Bloom just stared at each other for a moment and Helia waws about too say something before Riven cut in. "We don't have time for your lovers spat right now. We need to get tot eh Codex, the Trix are in the school and are heading there now." Sky looked to Riven for a second and Helia thought they might start arguing but Sky ignored Riven's first comment and replied "I'll go with you."

Sky and Riven both looked to Helia and they all nodded at each other before leading the girls out of the room and across the school. They made it out of the building and onto the grounds before finally spotting the Trix and continuing after them. As they ran off two other students Helia had yet to remeber the names of ran over to them and clling out to Riven tossed him his phantom blade.

Riven called to the one that had thrown him the sword to follow him up a nearby staircase after the witches. The others having still been heading to the chamber had to turn back and run after them. By te time they got up there Helia saw the student that had went with Riven crouched behind the railing and Riven leaning against the wall of the building with the wind knocked out of him.

The witches took that moment to fly off, Sky then contacted Brandon through their squads communicator adn told him where the witches were heading and that he had to get there now. By this point Riven had gotten up and, minus the two that had met up with them on the quad and Riven himself who was still out of it from the impact his head had taken, they all ran off again to meet up with Brandon.

They got there in time to see Darcy attack Brandon and making him fall to the ground. "Stop!" Sky yelled, causing the laughing witches to turn to them. "Well well, what do we have here. Looks like there's a new loser for us to destroy now ladies." Icy said as she spotted Helia, he simply gave her a cold stare filled with determination.

"Magic Winx!" came three voices next to Helia. In a flash of light the girls were now in their fairy forms and flew up to meet the Trix. The witches merely sneered at them before Icy spoke up again. "Alright Darcy, show them your new powers." With a sadistic chuckle Stormy flew forward, avoiding the attack Tecna sent at her and sending back one of her own making them all drop to the ground. Helia was the first to get back up and tried to grab her with his laser string gloves but she just manged to dodge it. "Nice try loser!" and the storm witch flew off after her sisters.

"They're heading to the basement." Helia called as e went to check on Tecna who had yet to get up, having been hit the hardest. "Are you alright?" Tecna nodded eher ehad trying to pull herself up. Out of the corner of his eye Helia watched as Flora flew off with Bloom as Sky ran beside them. He just heard her voice bfore she was out of ear shot. "Hey does Helia go to Red Fountain now?" Helia couldn't be sure but he really hoped he wasn't imagining the excitement he heard in her voice. Sky's louder voice was also heard, "Yeah Saladin got him to transfer in." with that they were gone.

At this point Tecna had righted herslef and was sanding next to Helia looking at him when he turned back to her. "Are you sure it was because of Saladin that you transfered?" She asked with a knowing tone but her expression gave nothing away.

Helia stuttered as a slight blush made it's way to his face, unsure of what to say. Luckily she didn't leave him stuttering for long. "Don't worry, according to my calculations there's a very good chance you two will end up being perfect for her" Her breaking the silence didn't do much to help Helia's embarassment at the fact that he was that obvious to a girl he had hardly spoken too, and likey the rest of Flora's friends as well.

"I'm feeling better now so I'm going to go catch up with the others." The next thing Helia knew the fairy of technology was gone and a heartbeat later Timmy ran into the room. "Helia! Codatorta sent me, he said he could handle the control room. Where are the others?"

Helia snapped out of the stupor he had been in and answered Timmy. "Flora, Bloom and Sky went ahead to catch up to the witches, Tecna was hit by Stormy and stayed back but she just went after them." As he said this he nd timmy had started running down the hall to catch up to the others themselves.

They reached the room right before the Veritoss chamber and saw Flora slumped against the wall with her arms crossed over her stomache, the others no where in sight. The two heores immediately ran over to her and dropped to the ground on either side of the fairy.

"Flora are you okay?" Helia asked, concern evident in his voice. Timmy was just as worried as the poet. "What happened?"

Flora grimaced before looking up at them, "Stormy got me with a lightning bolt" she grunted out "The others went ahead to protect the codex, you should go help them."

Timmy looked at her again. "We can't just leave you here Flora." Flora was about to argue when Helia spoke up first. "Timmy you go help the others and I'll stay here with Flora." Timmy and Helia had a silent conversation before Timmy quickly checked Flora over to make sure she had no vital injuries and then ran off.

After the two watched Timmy's retreating back Helia help Flora lean up more comfortably against the wall and checked her over himself.

After a few minutes when Flora was able to move her arms away from their protective place against her stomache and her breathing was starting to even out she looked up at Helia and he took in a breath when his eyes me hers. "So you're back at Red Fountain for good now?" She asked curiously, as if she didn't really believe it when Sky had told her. Helia smiled down at her. "Yeah I'm back for good."

"What made you change your mind?" She asked, the differece between her asking and everyone else who had asked him was that she truly didn't seem to have any idea behind his reasoning. Before Helia could give her some type of answer Tecna came rushing back into the room.

They were immediately on alert when they saw the panicked look on her face. Helia helped Flora up as she questioend her friend. "Tecna what happened?"

"The witches got the codex and cast some sort of sleeping spell on Sky, we can't wake him up!" Tecna was frantic with worry and when she saw that they understood what was happening and would follow she ran off again. Helia and Flora just behind her, with Helia helping Flora who wasn't quite recovered from Stormy's attack yet.

They met up with the others and saw Bloom kneeling over and uncoscious Sky. Flora rushed over and kneeled on the ground next to Bloom and grabbed Sky's wrist.

"Oh no, I can't find a pulse!" Flora said with her eyes starting to tear up, as did Tecna's and Bloom's, Timmy and Helia looked both solemn and at a loss for what they could do.

Bloom choked out through her tears. "No he can't go, he can't! Wake up Sky please! I need you, I really really need you. Please Sky come back." at this point Timmy and Helia were getting misty eyed as they got closer to the fairies and their squadmate, Helia putting a comforting hand on Flora's shoulder as she started to shake slightly with her tears.

Suddenly Tecna, Flora, Helia, and Timmy looked up to see Blooms hair floating around her and a faint glow surrounded her. They were too shocked to say anything as the keeper of the Dragon's flame held onto Sky and he started to glow too.

After a few endless seconds the glow died away and another breath later Sky opened his eyes, eliciting a gasp from everyone in the room except Bloom who had yet to open her eyes. When she did Bloom threw herself into Sky's arms. Helia watched on, giving Flora's shoulder a slight squeeze as she turned to smile up at him before she went to hug Tecna in relief.

Flora and Tecna separated as Timmy said "You saved him Bloom."

Flora added in "Thank goodness Sky, we thought we lost you." relief clear in her voice. Helia took a moment to realize just how close Flora was to the rest of his new squad, after seeing the look in her eyes when she saw Sky was okay and a few stories he had heard it was obvious the boys thought of her as a little sister and she thought of them as brothers.

As Helia let his thoughts take over he vaguely heard Sky asking Bloom to officially be his girlfriend along with her confirmation, bringing a smile to his and everyone elses faces.

Timmy, thinking rationally as always, broke everyone from the stupor that had fallen over them. "I hate to be the one to break up this moment but we have to inform Codatorta of what happened and then I think we should head up to the infirmary."

Sky pulled himself and Bloom up. "Timmy's right, what happened to the witches anyway?" Sky asked already dreading the answer.

Tecna went to stand with Timmy as Helia casually stepped closer to Flora, not wanting her to be too far incase the witches decided to come back and attack again. "The witches got away with the codex." She said placing a hand on Timmy's arm as he looked to the ground. This seemed to confuse Sky, Helia, and Flora but they chose not to say anything, figuring they would be brought up to date later.

The group started walking back to the control tower, with Sky leaning slightly on Bloom, when Helia noticed Flora flinch as she started walking. "What's wrong Flora?" he asked, catching the others attention who turned back to look at their friend concerned. Flora's cheeks flushed in embarrassment and tried playing it off not wanting the attention on her when her firends had been hurt just as bad if not worse. "It's nothing I'm just still a bit sore now that the adrenaline of everything is gone."

Without a word Helia wrapping his arm around her to help her walk like he had before, not noticing her face turn even darker at the contact, while the others smirked at the pair.

When they reached the control tower they saw both Codatorta and Saladin talking as they looked at the control pad, "The boys say the mayhem globe just disappeared sir." Codatorta informed the headmaster. They looked up when they heard the door closing and turned to face the teens.

"Sir" greeted Helia, Riven, and Sky. "At ease boys." Saladin dismissed their formal behavior, more concerned with what had happened and the well being of his students.

As squad leader Sky took it upon himself to inform the two of the situation. "The Trix broke in and stole the codex sir, they got away." The group of teens looked down in shame at their defeat but Saladin would have none of it. "Don't look so defeated,what's done is done. The Trix may have the first piece but we'll just have to work harder to protect the other three pieces of he codex. Now I want you all to head down to the infirmary immediately. Girls, I'll call headmistress Faragonda and inform her of what happened here and ask her to send over some potions. It looks like we'll need them."

"Thank you sir." Flora said sweet as ever but a bit embarrassed that Helia's grandfather seeing her leaning on his grandson even if he was the only thing keeping her standing at the moment.

Saladin smiled at the girl before shooing them off to get themselves check over and so he could make his call.

As they entered the infirmary they saw one male and two female nurses rushing around to several students laying on various beds, including Brandon and Sky. Before they could walk any further into the room one of the nurses came over to see what they needed.

"Who's hurt and what happened?"

When nobody said anything Helia decided to be spokesperson. "Sky was hit with a thousand year sleeping spell but Bloom was able to wake him, Tecna was hit by one of Darcy's spells and Flora was struck by lightning."

The three he had indicated were then rushed to beds next to Riven and Brandon. They were lined up Brandon, Riven, Flora, Sky, Tecna. Tecna was quickly checked and told that she was fine, only after insisting this herself but the nurses wouldn't listen until they checked her over themselves. Sky was also determined to be fine, no trace of the curse in his system. Saladin had been right however when he said they would need potions because Flora was going to need a healing potion after her attack and not getting it treated soon enough added onto the stress they had all gone through.

The nurse checking her had just finished explaining this to her, and the 7 others who all had her rapt attention, when the door burst open and Layla, Stella, and Musa ran in. The girls immediately ran to Flora to check on her, not even realizing that Brandon and Riven were still sitting on beds as well.

"Are you okay?"

"What happened?"

"Why didn't you call us?"

The three of them all demanded replies at once and Flora blinked owlishly at them before even registering what they said. "I'll be fine I just need a healing potion, the Trix attacked Red Fountain and took the codex, and we didn't call you because there wasn't time we were just kind of thrown into everything." The three worried friends took this moment to take some deep breaths and calm themselves.

When they were relaxed after seeing that Flora would be okay Layla pulled out the potions they had been sent with, handing them over to a nurse who went to go sort them, and Musa and Stella, realizing their boyfriends were also here, rushed to them and started questioning them while Layla stayed at the girl who quickly became her best friend's bedside. Riven had a minor concussion and Brandon was suffering slight vertigo and both would be in the infirmary for observation before getting released in the morning.

A nurse came back over and handed Flora a vial with a light blue colored potion inside, instructing her to drink it. She did as told and a few minutes later the pain she had been feeling started to go away and within a few more minutes was gone entirely. After checking her one more time she was told she could leave and the girls could all go back to Alfea whenever they were ready.

The eleven friends talked a bit longer before the girls decided they should go before it got dark. Timmy offered to fly them back to the school in the Owl but they girls insisted they could fly and that the boys probably had to go over what had happened that day just as they were sure to do when they got back. Unable to argue with this they agreed to let the girls fly back without much argument.

Flora trailed the group as they headed out the door after saying goodbye only to be stopped by a hand taking hold of her arm. She turned around to see Sky behind her and the other guys looking her way as well. "Are you sure you're okay?" Sky asked seriously the others also waiting for an answer.

Flora smile at them touched by their concern. "I'm sure I'm fine. I'll see you guys later and feel better you two." with one more smile at the boys that she cared so much about, one of them in a very different way than the rest though she didn't realize just how much yet, she left to catch up with the rest of the Winx Club

Sky turned back to the others. "Well Timmy, Helia, and I better go find Saladin to give him a debriefing. We'll stop by later." the last part directed to the two bedridden specialists. With quick goodbyes the three left and trekked to the headmasters office.

They walked in silence for a few minutes but, as Helia had been learning lately, silences don't typically last long with this group. "So Helia I couldn't help but notice that you didn't seem to leave Flora's side since we caught up with her after Stormy attacked her." Helia looked over to his glasses wearing teammate as the prince of Eraklyon smirked.

"That's right Helia I did happen to notice that you were awfully close to her, even when you weren't helping her walk." Sky's smirk widened as he said this and he and Timmy started to laugh as Sky clapped him on the back just before they made it to Saladin's office.


	8. Escape to Pixie Village

_Red Fountain_

Helia was sat at his desk in the bedroom he shared with Riven, who thankfully was not there at the moment. He was focused intently on the paper in front of him as he wrote on it.

Her _voice is the whisper of wind swept trees_

 _Putting my troubled mind at ease_

 _Her eyes are lit with a new stars aura_

 _I long to be close to my dear_

Helia stopped his writing and jumped in his seat when the door slammed open with a bang. Helia sighed in defeat, knowing his concentration was about to be lost for the time being. "You know Riven most people like to keep the doors attached to the wall instead of busting them down when they enter a room."

"I'm insulted you would mistake me for a barbarian like Riven." Helia turned when he heard Brandon's voice instead of his roommates.

Helia rolled his eyes. "Yet you still tried to knock my door off its hinges, and you barged into my room without knocking. You're just as bad as Riven." Helia put Brandon in his place.

Brandon was even more insulted by this. "Excuse you but I'm way prettier than Riven and could never be described as a barbarian, like to think of myself as more of the fun guy."

Helia chose to ignore that last comment and therefore didn't bother asking what part of breaking the schools dorming facilities he found fun and instead got pack to the point. "Did you need something or are you just trying to beat out Riven for most annoying squad mate?" Okay maybe he had one more comment left in him.

"Actually I came to tell you that Codatorta just scheduled a midnight training exercise in the forest tonight."

Helia nodded his head in understanding and when Brandon didn't leave the room he waited for him to speak again.

"So while I've got you here, just the two of us, mano y mano, specialist to special-" Helia cut him off there. "I get it Brandon, so do you think you can you skip to the point please?" Brandon wasted no more time.

"Flora"

Helia tensed slightly, "What about her?" he asked cautiously.

"Don't act all naive with me Helia, it's obvious to everyone you like her, well except maybe her, she's never had the best self-esteem even if it has gotten better over the time I've known her, but anyway I'm getting off topic. I want you to say it."

Helia quirked an eyebrow at the brunette in front of him. "Say what?"

"I want you to admit how you feel about her. I know how you feel, the guys know how you feel, the girls know how you feel, but I want to hear you say it.

"Brandon I really don't think" Helia stopped his rambling when he saw Brandon's raised eyebrow.

"Okay I like Flora, I was mesmerized the moment I saw her, she's the reason I transferred back to Red Fountain, and it's because of her that I feel like I have a reason to fight and to be a hero." Helia looked Brandon straight in the eye now as he smirked.

"Good to finally hear you admit it out loud man, now all you have to do is admit it to her." With that Brandon walked back out of the room. Just when Helia was about to turn around again Brandon popped his head back in the room. "Oh and I think it goes without saying that you better be good to her. Kay bye don't forget about training and make sure to wear clean socks."

Helia couldn't help but shake his head when Brandon was finally gone for sure. He could go from lunatic, to overprotective brother, to total mother in a matter of seconds.

Helia smiled as he got up and left the room to go find everyone else. He was glad his grandfather had put him in this squad.

* * *

 _Alfea_

The sun was almost set at Alfea School for Fairies and the stars were just starting to come out. The Winx Club girls were sitting around they're common room. They were planning on having a sleepover that night and were just waiting for the pixies to get back. While they waited Stella decided to instigate a gossip session.

"So girls I think they're a certain topic of conversation we're all interested in, Flora?" Stella raised her eyebrows suggestively at the nature fairy.

"What are you talking about Stella?" she asked

"Oh I think you know. I want to know what's going on between you and Helia?" Everyone's attention was now on Flora, Layla looking at her sympathetically knowing how shy she was about this subject after their talk after class.

"Yeah I saw your notebook the other day you had Helia's name doodled all over it." Bloom piped in as she hugged a pillow to herself on the couch.

"So Flo let's hear it." Musa encouraged

"Well I mean there isn't a whole lot to say. He's really sweet, and Kind, and cute." Flora was about to go off into a day dream when Stella coughed to get her attention back. "But I just don't know if he likes me back. I mean I'm just Flora, nothing special." She looked to the ground at this point pulling her legs up to her chest as she sat on the floor.

"Don't talk like that Flora." Layla admonished her prompting her to lift her head."

"Layla's right your fear is completely illogical and there's no probable reason for you to think that your nothing special." Tecna explained as if it were an obvious fact, which as far as she was concerned it was.

"Flora you have to stop thinking like that. You're great. We wouldn't be the Winx Club without you. It's the six of us together. Best friends." Musa told the girl as she sat down on the ground next her throwing an arm around the girl.

"Yeah!" Bloom and Stella echoed.

"Hey, shouldn't the pixies be back by now, it's getting late and it's already dark out." Layla said concerned for the little pixies that had been her first ever friends.

"Lockette said they were going to play bumbellini ball." Bloom told them looking at the clock to see just how late it was.

Stella started to panic. "Hello, that was hours ago. They should have been back by now and besides we were going to watch Romantic Comedy night on the wishing star network, Amore never misses that!"

"Chill out Stel let's go look for them." Mus suggested as she and Flora stood followed by the others and quickly left the room in search of the missing pixies.

 _A few hours later in the forest_

"I can't believe they got out!" Stella yelled in frustration "It was bad enough somebody spelled them and we had to chase them around the forest once but now it's super late and they have a head start on us. Where do we even start to look?"

"maybe the voice of nature can help us find them." Flora suggested. The six fairies stopped and all of them except Flora landed. Flora flew higher and held out her hands to either side of her body and closed her eyes. The wind picked up around her whipping her hair around as she concentrated on what nature was telling her. A few moments later she flew down to the others.

"They went that way!" and pointed East.

"What are we waiting for? Let's go girls!" Bloom yelled and they were off again, going as fast as their wings could manage.

"How did they get out though, Ms. Faragonda said she spelled that cage they were in so they couldn't get out?" Tecna asked as they continued flying.

"It doesn't matter right now, all that matters is getting them back before they reach the village. We can worry about the how later." Layla told her.

"Look over there!" Musa pointed beneath them and they saw the pixies and it looked like they were slowing down.

"Let's transform back so we can sneak up on them before they fly off again" Stella suggested as she landed on the ground and went back to her civilian clothes, the others following her lead.

They quietly crept up behind the pixies, who didn't notice them until it was too late for them to escape.

Chatta scowled and yelled at the fairies "Just leave us alone!"

Flora looked a little taken aback by her pixies attitude with her and her friends but pushed her shock aside, she was only acting like this because of a spell. "Chatta we care about you and we're only trying to help you. Somebody spelled you guys. If you go back to your village Darkar will follow you."

"I don't care!" Chatta shouted again.

"We just want to go home." Lockette whimpered.

"Yeah so just let us go back!" Digit yelled, also getting an attitude similar to Chatta's

Flora and Tecna shared a look with each other; their pixies would definitely be the hardest to keep under control until this spell was broken.

Layla, however had had enough of their nonsense, whether they actually knew what they were doing or not. "Stand back girls, I'm gonna" but she didn't get a chance to finish her sentence when she was cut off by a roar.

The fairies and pixies all looked to where the noise had come from and saw two huge monsters stalking towards them.

"I knew it monsters are gonna gobble us up!" Lockette whimpered, covering her eyes.

Musa stepped in front of the pixies with the others. "Not while we're here!" and with that they once again transformed and prepared to fight to protect their pixies.

The girls started firing attack after attack at the monsters but were only able to defeat one of them. The other monster, which had more mouths than should ever be on any one single creature, just ate their magic as they threw it at the thing.

Out of the corner of her eyes Flora saw the pixies trying to escape again. "Girls they're getting away!" she called out to them, just missing the spike the creature had sent her way.

"Flora and Musa go after them. The rest of us will deal with this guy!" Layla called out.

A plan having been set Flora and Musa took off after the rogue pixies.

* * *

 _Elsewhere in the forest_

"Alright boys line up!" Codatorta yelled.

The heroes in training did as they were told and lined up quickly and efficiently. "Tonight's little exercise will test your skills when thrown into an unexpected situation. Your assignment is to spend the night here in the woods, you been provided with flashlights, and a few other necessities that you should always have with you if on a mission but don't think that means you'll have them in any emergency situation, therefore at a later date you will be given another survival assignment where you are on your own. Seeing as the headmaster is more lenient than I am that assignment will start during daylight. Any other questions about that assignment can be answered later. In case of an emergency you are to contact the school using your communicators. Understood?"

"yes sir!" they all called back

"You are to build fire and shelter. I'll be back to retrieve you boys in the morning." With that said the red Fountain teacher turned around and walked back to the school.

Immediately the boys got to work on starting several fires for both light and warmth then started building huts with Timmy leading them in putting them together. Sky, Brandon, and Riven were just finishing their shelter when a strange noise caught the attention of the specialists. They all looked into the tree line preparing them for whatever it may be. What it actually was was not what they had expected, even if they didn't know what to expect.

In an instant the creature they had all prepared themselves for was revealed to be a group of pixies, who also didn't seem to realize they were there yet. This was proven when they flew straight for Sky, Brandon, and Timmy. Five of the boys instantly recognized them as the Winx girls bonded pixies.

Tune and Amore who were carrying a sleeping Piff between them stopped but the others had yet to do the same.

"No wait!" Timmy yelled, as he dove to the side, but it was too late. The pixies flew straight Sky and Brandon, the force from their flying so fast so strong it knocked the two specialists off their feet and straight into their nearly completed shelter.

"Girls that was very rude of you!" Tune chastised them.

Digit shot right back at her "We don't have time for politeness tune their coming!"

The boys were now worried. "Who's coming?" Helia asked them. They ignored him and were about to fly off again when vines suddenly sprouted from the ground forming a cage around them.

"They put us in a cage again." Tune grumbled unhappy about her current situation.

"There you are." Flora's voice was heard just before she was, as she and Musa flew out of the foliage and into sight of the specialists.

"I can't believe you guys tried to escape again while we were fighting a monster to protect you!" Musa huffed clearly upset at the events that had unfolded that night along with a lack of sleep.

"Uh would someone like to tell us what's going on?" Riven asked rather loudly.

"Well there's no need to shout." Tune said huffily.

Seeing Riven about to make a smart mouthed retort Helia covered his mouth and looked toward Flora and Musa.

"Girls what's going on?" Sky asked one last time.

"Somebody put a homesickness spell on the pixies." Musa answered.

One of the specialists that the two girls didn't know called out from the back. "And…"

"So they want to go back to pixie village but if they do Darkar will find the village and the next piece of the codex. So when we caught them the first time we took them to Ms. Faragonda and she put them in an anti-magic cave but somehow they got out so we went after them again when"

"RROOAARR!" Flora stopped her explanation mid sentence as she heard that all too familiar roar. "When that thing showed up. The others were supposed to get rid of it but it must have gotten away." Musa finished as she and Flora got into fighting stances, the boys behind them doing the same.

The same creature from before stepped out into sight and gave out another roar. In the background Lockette could be heard squealing in fear again. "Musa put a shield around my vine cage to keep that thing out and to keep them in." Flora instructed as she flew up in the air. "You got it!"

Musa did as Flora suggested then flew next to Flora just as the creature sent a burst of dark energy at the nature fairy which she barely avoided by tumbling to the ground. Helia's eyes widened in worry as he rushed to her side and the others slowly started circling around the beast.

Helia knelt next to her on the grass. "Are you okay Flora?" he asked worriedly. He had a feeling he would be worrying a lot about this fairy.

"I'm fine." She assured him before smiling slightly and then flying back up to Musa's height when the other four girls emerged from the trees.

"Thank goodness you girls are okay." Flora said to her friends

"Don't worry about us, this thing just gave us the slip after shooting some kind of energy at us that we had to dodge." Layla answered, basically catching the two up on what had happened since they left.

"I have an idea. Musa do you think you can use your sonic boom to bounce that thing?" Tecna asked as they saw the guys fighting the creature below.

Helia had wrapped the creature with his laser string glove giving the others a chance to attack it while the girls thought up a plan. Getting a nod from Musa when she touched the ground he released it. The creature didn't even have time to turn its head before Musa was bouncing it up and down from the ground to the air and back.

After she knocked it around a few times Flora flew down beside her. "Alright now it's my turn." As Musa bounced it into the air one last time Flora called upon several vines to squeeze the creature and keep it stuck above ground, also squeezing it's mouths shut so it could attack them or eat any more of their spells.

"All yours Stella." Layla gave the all clear.

"Sun Blast!" she shouted putting all her energy into the attack that finally destroyed the creature. Unfortunately as she did so the creature exploded and black gunk that you would find in the under realm covered them and the specialists. The girls were knocked to the ground by the force of it. Stella was not happy "I really hate it when they do that!"

The girls stood up trying to shake off the goop. "Is everybody okay?" Bloom asked.

"Well aside from needing a shower I think we're all fine. Sky told them looking around at his classmates.

"Where are the pixies?" Layla asked looking around.

"Flora and Musa have them under control." Brandon assured her as he pointed his thumb behind him. Everyone turned to see a group of pixies either huffing with their arms crossed in annoyance, or still shaking from the fear of the monster attack, or in Piff's case fast asleep.

Bloom walked up to the cage the pixies were in, musa having gotten rid of the barrier, having found the reversal spell before they escaped again. "I hope this works. Deediacore desadirium encallumos"

The pixies who were just arguing about being let out suddenly all stopped talking and looked around them as Flora released them from the cage. "What happened?" Chatta asked.

"Where are we?" this question came from Amore. There were several more question but they were all jumbled together with the pixies all talking at once. They finally stopped talking when Piff woke up with a loud yawn. The pixie of sweet dream stretched her arms out and look around her. "Ba doo da?

"We'll explain everything to you girls on the way back to Alfea." Bloom promised.

"We'll have plenty of time, we can't fly with this gooey guck on our wings." Flora told themlooking over her shoulder at her own wings.

"Looks like we're walking." Musa concluded

"Hey, what are you guys doing out here anyway?" Layla asked.

"One of Codatorta's training exercises." Riven answered.

"Thanks for the help you guys." Flora told them sincerely wiping her bangs out of her face.

"Don't worry about it, we're just glad you girls and the pixies are okay." Helia told her smiling at the girl that had been clouding his mind recently.

"We will be expecting a more detailed explanation later though." Riven made sure they were aware and the girls nodded their heads already having been planning on keeping the guys up to date

"Well we better get back, see you guys later." Tecna said as they all bade goodbye and the girls started walking back to their school with their pixies floating around them as they started explaining what happened.

When the girls were out of sight the guys all turned to each other. "Well it looks like we're rinsing off in the lake and drying off by the fire. Come on guys." Brandon said as he started walking toward the nearby lake Roccaluce with the others following behind him, all eager to get the goo off of them.

* * *

 _Red Fountain_

Later the next evening Helia was in his room meditating, a habit he picked up from a friend from art school that he decided to keep up with as it helped him focus.

He was pulled out of focus by the sun suddenly being blocked from entering the room.

"Huh?" Helia opened his eyes and stood to go see what was blocking the light. When he got to the window he saw a plant with white flowers growing rapidly and blooming right before his eyes. "Nice" Helia said to himself as he leaned against the window sill.

Helia looked up to see a pink clad figure flying off in the direction of Alfea and couldn't keep the smile off his face. Helia thought to himself 'You are something special Flora.'

* * *

 _A/N: Just so you guys know I will not likely be writing about the other survival assignment I wrote about. I only added it because with the timeframe I needed this to be in I couldn't see Saladin leaving a group of teenage boys (heroes or not) alone in pitch black so they are given some things to help them but seeing as this is also Codatorta I can't see him being satisfied with giving them equipment if it was meant to prepare them for an emergency situation where they may not have anything. Also I'm not really sure where I'm going to go with this story after this chapter so the next chapter may be a longer wait again. Sorry and thanks for readin!_


	9. Forest Encounter

_Red Fountain_

Helia had been at Red Fountain for a few weeks now and had found he had become very comfortable around the guys, even managing to control Riven with his cool attitude yet also being able to fire back smart retorts at the cherry haired specialists and keep him in line. Riven would never admit this but as much as it may annoy him he grew to respect Helia for having the guts to put him in his place.

Hand in hand with having the ability to control Riven Helia also gained the respect of Sky, Brandon, and Timmy who all had personal experience with dealing with Riven and admittedly Helia was better at it than they were. Riven never really listened to Sky since they met and the friendly rivalry they had going on didn't really allow Sky the opportunity to control him unless on a mission.

Timmy was never very good at controlling Riven but would get him onto a different topic if he went too far.

Brandon however was a unique case. Brandon was definitely the goofball of the group and because of that was nearly as bad as Riven in some respects. With that in mind Brandon didn't really have much of a place to tell Riven off if he was goofing around with them and only really stepped in if Riven went too far or if it was about Stella. Other than that Brandon would play along and it would often be a source of amusement for their squad mates to see the two squabbling back and forth like an old married couple.

This was one of those times where Riven and Brandon squabbled. Sky watched their exchange in amusement as the two argued while Timmy ignored them completely and typed away on his computer. Helia however had been in his and Riven's room trying to meditate but the sound was so loud he could hear them in the common room through the closed door. Helia tried focusing but whenever he was starting to focus he heard another yell or occasional bang.

Apparently some of the girls had gone to Gardenia, Bloom's home, for the day and Musa and Layla planed on finding a dance club. Helia couldn't, for the life of him, understand how this information turned into a debate but when it came to those two it was usually best not to think too hard on it. Long story short Helia could he the back and forth banter about which club in Magix was the best, not that the two pf them had ever gone if it weren't for their girlfriends wanting to go.

With a resigned sigh Helia stood and entered the chaos that was the common room. He calmly walked in between the arguing duo and to the door before turning around and giving off a high pitched whistle, effectively pausing the argument.

"Until you two have gotten over your little lovers spat her" –at this point he motion in their general direction- "I'll be in the forest trying to get some peace." At this point the pacifist turned to Timmy and Sky who had joined him by the computer at some point while still listening to the fight going on. "If you need me I have my communicator." Sky and Timmy nodded their heads while Brandon and Riven stared at him insulted by the 'lovers spat' comment.

With that said Helia walked out of the room, closing the door on his way out.

Back in the room the room Brandon turned to Timmy. "You're sure Flora's class is by the forest today?" he asked the ginger haired specialist. "Yup and he left just in time, at this rate he should just be getting there when her class gets out and there is a very high probability of them bumping into each other."

Brandon nodded and turned back to Riven. "I can't believe I'm saying this but you actually had a good idea Riven."

"Why's that so surprising squire?" Riven question rolling his eyes.

Brandon smirked at the opportunity his dear friend had just given him. "Well we all know Timmy's the smart one of the group. That makes Sky the leader, Helia's the peace keeper, I'm the looks, and that leaves only one thing left for you." Brandon chose not to tell Riven just what he was to build anticipation and it worked because Timmy looked away from his computer in expectation of the argument the was about to come, for real this time.

"And what may I ask am I then?"

"The hunter troll." Brandon replied simply before ducking just as a shoe flew past his head. Brandon was out the door in a flash with Riven hot on his heels.

Sky turned to Timmy when they were down the hall, voices echoing across the walls. "Why is it that whenever Helia leaves mayhem breaks out? Didn't we get along at all before he came around?"

Timmy was about to answer when Brandon's loud yelp was heard from down the hall. Timmy looked Sky dead in the eye as he answered his question. "No."

* * *

 _Forest_

Finally having gotten away from the chaos that is his dorm Helia was finally able to relax. As he got closer to the clearing near the forest where he planned to meditate he noticed there were more fairies around than he usually saw but didn't think much of it. After all he only had eyes for one certain fairy.

Looking around for a few minutes Helia saw a large rock sitting in a patch of sun filtering in through the trees and decided that it was as good a spot as any for him to mediate. It was, after all, a definite improvement from any room that Riven and Brandon were stuck within five feet of each other in.

Sitting down and crossing his legs Helia focused on his mediation and lost himself in it for several minutes. He was only brought out of it when he heard a familiar voice. "Helia"

Helia opened his eyes and glanced to his left and saw in front of him an angel on earth. This was Helia's opinion anyway and he was close. She had wings but instead of an angel the girl before him was a fairy. More specifically the girl before him was Flora, the fairy of nature.

She looked shocked for a moment and dropped the book she was holding. Helia stood up and walked toward her as they hit the ground. By the time he was in front of her she had already begun to gather her things back into her arms. "Hey Flora, let me help you."

"Umm uh." Flora stuttered with a light blush starting to form over her cheeks. Helia knelt down in front of her and picked up a letter that had been tucked in between her books. Her eyes widened slightly as she realized what he was now holding. "That's just uh"

Helia answered for her "The crystal flower of love"

She looked shocked for a minute. "You know it?"

"It means this letter's for the one who has your heart.

"Well yes but uh" at this point the slight pink that had covered her cheeks turned into a deeper shade of red.

"Well I have to tell you whoever is getting this letter is really a very lucky guy." Helia couldn't help but hope that it was meant for him and that his hint about the lucky guy told her how he felt about her without actually straight out saying it.

"Well actually, i-it's for my parents."

This surprised Helia. "Wow, that's very sweet, here." And Helia handed Flora the letter back.

"Well I'll see you later." Flora said her shy demeanor coming out very strong in that instance.

"Bye." Helia said to her and turned to head back to Red Fountain. As he was walking away he heard Chatta's voice behind him speaking to Chatta but couldn't quite make out what was said. Something about an "opportunity"?

* * *

 _Red Fountain_

Helia had just arrived back to the school and was walking down the hall to his dorm. Cautiously he opened the door, unsure of what would be awaiting him inside. Sensing no immediate danger he pushed the door all the way open and stepped in. A quick survey around the room told him that Sky was lying on his bed reading a magazine, Timmy was tinkering with one of his gadgets and Riven was polishing his levabike helmet. The only thing that seemed amiss was the fact that Brandon was absent.

"Where's Brandon." Helia glanced around one more time to make sure he hadn't missed him somewhere.

Timmy shook his head while Sky had a small smirk grace his lips and Riven chuckled to himself. Helia was now worried.

"well since, apparently, when you're not around our squad turn barbaric, Brandon called Riven a Hunter Troll so Riven chased him out of the school but Riven lost him somewhere between the dragon stables and the mess hall. I'm sure he'll be back soon though, he's probably just trying to give Riven enough time to cool down before he comes back."

Timmy as usual was right, for as soon as he finished catching Helia up to date the dorm room was thrown open with a bang and Brandon sauntered in and flopped down onto his bed like nothing had ever happened.

"Oh hey Helia, you're back. So how was your mediation?" Brandon asked as if he just realized that he was in the room and as if he weren't part of the reason Helia had left in the first place.

"Fine…" Helia replied not trusting the look in his eye but deciding that after what he and Riven had done that day he didn't want to involve himself at the moment.

"I'm heading down to the cafeteria for dinner. You guys coming?" Sky asked standing up and stretching his back. The rest nodded and they all left the room and walked down the hall.

"Hey do you guys know if Flora writes to her parents often." Helia asked in an attempt to be casual but his friends saw right through him though they didn't know where that exact question had come from.

"I think she usually magic messages them, once in a while she'll send a letter to her little sister Miele just because she like getting mail but her parents like her to use a more immediate form of communication after everything that happened to the girls their freshman year with the Trix and all." Brandon told him.

"Why do you ask?" Sky questioned him.

"I just ran into her in the forest today."

"Oh really?" Timmy said casually (and succeeding) "And what does that have to do with how she talks to her parents?" Riven questioned him, starting to think that all the paint fumes had begun to get to his roommate.

"She dropped her books and when I helped her pick them up she had a letter that had the crystal flower of love on the envelope and she said it was for her parents. I was just curious is all." Helia tried to get them to drop the subject now.

"Don't worry man, if you're afraid she's seeing someone she's not." Brandon said laughing as he walked ahead of him and into the cafeteria.

Helia followed lost in his thoughts.


	10. Getting to know you

_Red Fountain_

Helia was sat at Sky's desk chair as he watched him and Brandon prepare for their trip to Eraklyon. "So why are Flora and Brandon going with you when Bloom meets your parents anyway Sky?"

"Well I'm going because as Sky's squire it was requested I chaperone him and his girlfriend on the flight there." Brandon waggled his eyebrows at Helia.

Sky back handed his best friend since childhood and turned to Helia. "Brandon and Flora are coming for moral support and the hope that if they're there my parents will be nicer, Bloom's worried about meeting them."

"Originally Stella was gonna come but she and Tecna have a last minute class with Grizelda that they couldn't get out of so Bloom asked Flora." Brandon answered the rest of Helia's question then turned to Sky, "And I don't know why you ever thought me being there would make your mother play nice. She's the most critical person I've ever met and I've known her since we were kids. I feel bad for Flora, she's too nice, your mother's going to bite her head off and she's too polite to make a comeback like Stella would."

Sky looked as if he was about to argue with Brandon for the way he described his mother but then his chest deflated in defeat. "Well it can't go unsaid that Flora never suffered for her friendships, but don't worry Helia Brandon and I will watch out for her _and_ make sure my mother isn't too harsh."

Helia was done with trying to deny his feelings or worry over Flora with the guys at this point and just nodded his head in acknowledgement.

Sky continued his thought "Besides if Stella was the one going and my mother couldn't control herself I'd be afraid of the outcome honestly, Stella and my mom can both be pretty scary."

"Well in that case have fun, or at least try not to completely destroy the realm while you're there." Sky chuckled at Helia's joke while Brandon looked affronted.

"I don't think they'd be very welcoming when I went home for the summer." Brandon laughed along with his two friends.

* * *

 _On the Ship_

Sky and Brandon focused on the controls of the ship while they exited the realm of Magix. Bloom and Flora were sat on a bench a short ways away with Flora trying to calm Bloom's nerves.

"Flora what if they don't like me? What if they think I'm not good enough for Sky? What if…"

"Bloom! Calm down sweetie their going to love you, and even if things don't go perfectly Sky loves you. That's all that really matters right?"

Bloom took a deep breath. "You're right Flora I'm just over reacting. It's just really stressful, this is the longest relationship I've ever had and the fact that his parents are royalty doesn't make it any easier. Thanks for coming with us. You always have my back, you're a great friend."

"It's what friends do. We're the Winx Club, we'll always be there for each other and I know you'd do the same thing for me."

"Always." Bloom smiled, worries temporarily forgotten.

Flora and bloom got up and walked over to the guys. "How's it going guy?" Flora asked as she stood behind Brandon as Bloom did the same behind Sky.

"Pretty good girls, we'll be able to go into autopilot in a couple of more minutes."

"So how have things been going at Red Fountain?" Bloom asked conversationally.

"Pretty good, we've been working a lot more efficiently as a unit with Helia around." Sky told them glancing at Flora when he mentioned their newest member, seeing her perk up in attention.

"That and there's always the fact that he can control Riven and put him in his place." Brandon chuckled.

Sky rolled his eyes in exasperation. "It also helps that he can contain Brandon's outbursts specifically aimed to get on Riven's nerves."

"What can I say? It's a passion of mine. Autopilot is now engaged, all captains feel free to walk about the cabin." Brandon informed the group as he stood and stretched out.

Flora looked back and forth at her hands, which were folded in front of her, and at the two boys a few times debating whether or not to voice the question plaguing her mind. "So you guys got to know Helia pretty well them right?" she asked barely above a whisper.

Sky and Brandon shared a secretive look with each other before the prince answered her. "Yeah, I'd say so." Sky purposely wasn't revealing much with his answer wanting to know just where she was going with this.

"So, what were things like at his old school, do you know anything about old friends?"

Brandon smirked to himself but didn't let Flora see it as he answered her this time. "Yeah we did hear about a few of his friends. These three guys he went to art school with. Apparently when he went back to get the rest of his things and told them that he was coming back here they didn't believe him."

Sky continued the story from there. "Yeah, and when they finally realized he was serious the outcome wasn't pretty. They got into some argument and from what Helia told us they didn't think he would last a month. The ironic thing is he's one of the top students in our year."

Flora looked concerned that Helia's transfer had driven a wedge between him and his friends

"Don't worry though Flo." Brandon assured the fairy. "Once his friends calmed down and realized he really wasn't leaving they called him up and they worked it out. The whole fight only lasted a few days. Musa and Riven have argued longer."

"Oh well that's god. So, um, did he tell you about anyone else, like you know, um."

Sky decided to take pity on her. "You mean like a girlfriend, because if that just so happened to be what you meant the answer would be no."

Brandon stood so he was now facing Flora and gave her a knowing look that made her blush as red as Bloom's hair. "No worries Flo, he's single and ready to mingle whenever you are." Flora continued to blush while the other three broke out in a fit of laughter.

* * *

 _Another Day_

 _Red Fountain_

Red Fountain's concert was tonight and started in in two hours. Helia was helping Brandon and Sky with their war paint for their traditional fire dance in honor of the school. At first they insisted they could do it themselves because 'how hard could it be'? Well that idea was thrown aside very quickly because apparently, according to the two specialists in question, 'it's a lot harder when you have to do it to yourself because you're looking at it upside down'. Never mind the fact that their argument had nothing to do with the fact that your arms just aren't long enough to be able to paint their own backs. Instead of debating this Helia decided to have mercy on them.

That is how their dorm room got covered in red paint. Well, at least that's why the paint was in there in the first place. They had actually started the painting more than two hours ago but after Brandon instigated some kind of altercation with Riven that resulted in the container of body paint being sent flying into the air and all over everyone and everything they had to start over, after getting cleaned up. The room however would have to wait.

And that brings us to where we are now.

Helia was finishing the final touches on Sky. Brandon was already finished and had been given strict orders of what he could or could not do until the paint dried. Part of the restriction was that he was not allowed in the same room as Riven in order to avoid another incident.

Unfortunately this also meant that instead of harassing Riven about Musa his attention was now on Helia. Also unfortunate was that part of his restrictions did not involve keeping his mouth shut.

Luckily Helia had been able to ignore Brandon while he focused on finishing Sky's paint but now that he had just completed it he lost his distraction and couldn't help but hear Brandon's voice. "So obviously Flora's going to be here with the other girls to support Musa so you should take this opportunity to talk to her some more." Helia had to admit even though he had a sneaking suspicion the rest of what Brandon had said before was not so, his latest bit of advice was actually pretty good.

"You know what Brandon? I think I will." With his work done Helia warned Sky not to smear the paint before it was done drying and warned Brandon just to behave in general then left the room.

* * *

Red Fountain was filled to the brim with fairies, witches, and other guests, along with its own inhabitants. He had already seen Musa, Stella, and Layla and had wished them all good luck but so far had yet to find Flora and the girls hadn't had a clue where their remaining three members had gone off to.

Helia was now taking his second lap around the grounds when he finally spotted the brunette. "Flora" Helia called out to the girl and she stopped in her tracks looking around for the voice that had just called out to her. Spotting Helia making his way towards her she smiled. "Helia, hi."

"Hey Flora, I was just wondering if you wanted to go for a walk and get to know each other a little better."

Flora blushed slightly and nodded, "Yeah, I'd like that."

"Come on I'll show you through the gardens." Helia suggested knowing she would enjoy it.

Flora looked slightly confused. "When did Red Fountain get a garden?"

"It's part of the new school design, apparently my grandfather insisted we get one after Ms. Faragonda showed him what you did with the one at Alfea." Helia said smiling at her as he recognized her hard work.

"It was nothing really." She said modestly.

Helia would have none of it. "From what I heard it was a whole lot more than nothing." At this point they had reached the garden and Flora looked around excitedly, Helia couldn't help but smile at the pure innocence that overtook her when she was around nature. They walked around for a bit in silence when Helia started a conversation.

"So Flora what was it like for you growing up on Linphea?"

"Oh it was amazing. It was my parents, my sister Miele, and I. I didn't really have many friends growing up until I started Alfea. I always had my family though. I used to always take Miele to ride the giant ladybugs. My mom would have me help her in the garden, which I loved, and when I got my powers I would practice out there. There really is no place quite like it. It's home." Helia couldn't have wiped off the smile plastered onto his face if he tried, which he wasn't.

"What about you? What was it like growing up on Knightly?" Helia's trance was broken when she asked him the same question that she had just answered but before answering told her his thoughts on what she had just said. "Linphea really seems like a great place, you care a lot about your family. I do think little Linphean kids are a little crazy though, after all who wouldn't want to be around someone like you?" Flora nodded her head in agreement to both his points and then blushed again at his compliment. He made her blush an awful lot. "Growing up on Knightly was pretty great. I live with my mom and dad and I had a few close friends that I grew up with. Even when I went to Red Fountain before transferring I was still really close with Liam, Lucas, and Ethan. Then when I came back here there was a bit of a rough patch but everything's worked out now." Flora nodded her head once again, having already heard about his friends a little bit from Sky and Brandon.

They spent the next hour just talking about anything. Their childhoods, school work on their home planets and now, and relaying stories of their own adventures and funny moments. Flora gave Helia more detailed explanation of everything that had happened last year with and leading up to the great witch invasion as Helia had only known the basic summary.

As she spoke of her battle with the Trix Helia couldn't help but worry just that much more but it was a relief to know she always had people there to watch her back, and now she would have him too.

At last their time alone had to come to an end and they made their way to the stage to see their friends perform. "Oh, hey Flora hold on a second. Here's my number, maybe we can talk again sometime." Flora nodded her head smiling as they exchanged phone numbers

When they arrived Codatorta was just announcing Brandon and Sky's fire dance, which was the first of their friends performances, and they made their way over to Tecna, Bloom, Timmy, and Riven who were all stood near the front of the stage and joined them without a word. Normally one of the four would have said something but they were too busy with their discussion of how Codatorta looked when he actually wore sleeves, let alone a suit.

* * *

Musa had just defeated Stormy and saved her father and the concert was back on. After all her friends had run onto the stage and hugged her of course. Everyone was cheering now louder than ever. Sky and Brandon had, by this time, joined Helia and Timmy in the crowd but they hadn't seen Riven since he started running around making sure everyone sang along with Musa.

Looking around Helia finally spotted him helping Musa's father up from the ground and pointed him out to the other guys as he laid a hand on the older man's shoulder as they both looked up at Musa celebrating with her friends.

Having located their missing teammate the guys returned their attention to the stage where all the girls were now dancing and singing with Musa. Helia couldn't help but think 'Those girls are something else. _That_ girl is something else.'

* * *

 _Another Day_

 _Red Fountain_

Once again the guys were all in their dorm room but this was one of the few times none of them dared to crack a joke. The girls had just called to tell them that Faragonda was sending them to Cloud Tower in order to better understand dark magic so when the time came they could defeat Lord Darkar and the Trix.

"Has she lost her mind?" Riven questioned the Alfea head's sanity and the other guys didn't bother trying to chastise him. "She's sending six fairies alone to a school for witches. Does she have any idea how territorial they are? She's known Griffin for years. Those witches are going to take every chance they get to make them miserable."

Timmy trying to be positive decided it was worth the risk of Riven's ranting to point out the errors in what he said. "Well technically she isn't sending them alone; Mirta is going as their guide and headmistress Griffin ensured Faragonda of the girls' safety before she made it official to send them. Besides, ever since the witch invasion last year the fairies and witches are on better terms"

Flora had told Helia about Mirta. How the Trix had turned her into a pumpkin but she had been able to turn the girl back and she had then transferred to Alfea at the end of the year and had been given wings.

"Timmy are you hearing yourself right now?" Brandon questioned the glasses wearing specialist, just as worked up as Riven. "Just because the witches haven't pulled any stunts like the Trix did by messing with enchanted eggs or breaking into the school doesn't mean they're going to miss out on the opportunity to mess with a bunch of fairies in their own school!"

Sky wasn't exactly on Timmy's side either. "I have to agree with them Tim. Yeah Ms. Griffin may have told Faragonda that the girls would be safe but it's not like she can watch them the whole time, she's running a school. And you can't forget the fact that Mirta may not be the most popular person at Cloud Tower right now either, having left to go to Alfea and all."

Helia couldn't disagree with the fact that they all made some pretty good points but there wasn't exactly a whole lot they could do about it. "We just have to hope for the bet. It's not like we can go there with them as body guards, headmistress Griffin letting them go at all is a sign of good will and it would be an insult to her if Faragonda thought that her students needed protecting while under her care. Faragonda and Saladin would never go for it."

Brandon then added to their worry. "The pixies aren't even going with them, well except for Zing but she's always been a bit out there. Anyway the others are to scared to go and I have to say I don't blame them."

The guys sighed in defeat. Helia was right though, as it seemed he usually was. There was nothing they could do to help the Winx.

Sky spoke up, defeated. "I guess all we can do now is wait for them to get back." The next week was going to be very stressful.

* * *

 _Cloud Tower_

Flora sighed as she dropped down onto her bed for the time being. It had been a long day here and she was already dreading the rest of the week. The witches had it out for them and their 'new professors' weren't making things any easier. They might even be worse than the students having cast a cat fight spell on her and her friends. What teacher spells a student like that? Even griffin had humiliated her in front of a room full of witches with her question about what you would do if you found a hungry kitten. She was a fairy she didn't use dark energy and the headmistress knew that Flora wouldn't know that the poor things misery could be used for skin rot spells.

If Flora was being truthful to herself she wanted to talk to Helia now more than ever. He always seemed to cheer her up and she really needed it after the day she had. Making up her mind Flora took out her phone and started scrolling through her contacts until she got to his name. Taking a deep breath for encouragement she hit the call button.

The phone rang a few times and Flora was about to give up when someone answered, "Hello?"

"Helia." Flora sighed in relief

"Flora, how are you doing?"

"Honestly? Not that great. Everyone's against us here, not that we really expected anything different but even the teachers are giving us a hard time. I don't know if I can do this for the rest of the week Helia. I don't know anything about skin rot spells or what I can do with the misery of a poor little kitten. The only time anyone got along was when Bloom made a deal that if they helped us understand dark magic we would take them on a shopping spree courtesy of Stella and even that didn't last long before everyone was yelling again. And that was all yesterday, today one of the teachers cast a cat fight spell on us and we have no idea how long it's going to last. Headmistress Griffin was furious." Flora was rambling at this point and needed to take a calming breath to collect herself.

Helia was silent for a moment to let Flora calm down then spoke again. "I know it must be hard Flora and I'm sorry that there's not more that I can do but you and your friends are strong, you can handle it you just have to believe in yourself and just remember that at the end of the week you'll be back at Alfea with Chatta."

Flora took another breath composing herself. "You're right Helia and at least one good thing came out of this, Mirta and Lucy got a chance to make up. It's been really hard on her with Lucy not speaking to her, I'm glad they can go back to normal."

Helia laughed on the other line. "There's the Flora I know." Flora blushed, not that Helia would know that.

Helia got serious again. "As for the cat fight spell you girls are best friends, you'll find a way to work through it until it wears off."

Flora was smiling widely now and it could be heard in her voice. "Thanks Helia I really needed to hear that."

"Any time Flora." And he meant that.

"I have to go meet up with the others to do a project, bye."

"Bye Flora."

With that she hung up and could help but smile to herself for another moment before getting up and making her way to the library to get back to work on that project.

* * *

 _Red Fountain_

Flora had just texted Helia that they would be over in a few minutes as the guys made their way to the quad to wait for them.

Helia had talked to Flora again the night before when she told him about the Trix attacking Cloud Tower and getting the second piece of the codex when the girls couldn't work together because of the cat fight spell and had relayed the story to the other guys.

Brandon sighed as they arrived at the entrance. "This is not going to be fun with the girls under the influence of that spell on top of losing another piece of the codex." Nobody said anything but they were all in silent agreement.

It was at that moment that girls could be seen flying overhead and in another few seconds had landed and transformed back into their normal outfits.

"Hey girls, we heard what happened." Sky stated the obvious which was the wrong thing to say. Actually it was probably the worst thing he could have said at that moment.

"Oh yeah and I bet you guys think you could have done so much better!" Stella accused.

Sky was taken aback. "That's not what I meant, I was just saying"

"Oh we know what you were saying you guys think that they should have sent you along to be our little body guards!" Musa yelled.

"Yeah because why send the fairies when the heroes are obviously the better decision!" Layla bit out now.

"Calm down girls." Brandon tried; this also was not the best move that could have been made.

"Why should we?" Stella demanded.

"Yeah it's not like the witches totally kicked our butts and are now that much closer to getting all the pieces of the codex. Oh wait, that's exactly what happened!" Bloom screamed at them now too.

"You girls need to calm down." Riven said trying not to yell like they were.

"He's right, screaming at them isn't going to change what happened or fix anything." Flora tried to keep the peace between her friends while also trying to keep her own cool but it didn't quite work and her voice was strained trying to keep her volume down below a yell. 'Something the others don't seem capable of' the thought was in her mind before she could stop it.

"Oh give it a rest Flora. I don't need to hear your little hippie, flower power, go team attitude right now! I'm mad and I have every right to be."

"Just because you're mad Stella doesn't mean you have a right to take it out on Flora." Tecna tried defending her friend, even though she was arguing with another one.

"Flora can speak for herself Tecna!" Layla got in between the two.

"Then why are you talking for her now. That's completely hypocritical." Tecna fired back.

"Okay come on now a girl, that's enough." Timmy tried to defuse the situation even though he knew his chances weren't very good.

"Your best friends you shouldn't be acting like this to each other, spell or no spell." Helia tried to stop the rising tension to, only for it to turn on him now.

"Oh butt out Helia." Bloom scoffed.

"Yeah Helia, this doesn't concern you." Musa told him off.

"Knock it off guys!" Flora shouted.

"Oh please Flora, he doesn't have any right to get into this. Where was he last year when we were fighting to save Magix? Oh that's right; he was painting away at art school. He's just a hero wannabe." Stella yelled at Helia now.

Riven couldn't help but comment. "Now you sound like theTrix Blondie." This was about as bad of a comment as any one of them could have possibly made, with or without the spell affecting them.

"How dare you!" she shrieked at him.

"You would know that wouldn't you Riven? Considering you spent most of last year with them. For all we know you could still be working with the witches, or at least drooling over Darcy!" Tecna brought up old wounds making Riven scowl but finally decide it was best not to test them anymore than he already had.

"Why did we even come here?" Layla questioned.

"I don't know because clearly the only thing that came of it was finding out that the guys think they should have been sent to protect the codex instead of us. Let's get out of here." Bloom said and with that the girls transformed and flew off back to Alfea.

When the girls were out of sight Brandon voiced the question going through all of their minds. "What the heck just happened?"

The guys just shook their heads, that spell was a lot more powerful than they thought.

A few days later the spell had finally started to wear off bit by bit and the girls had called to apologize for what they said, and assure them that they didn't really believe what they had said about Riven and Helia, but had been unable to make it back to Red Fountain. Apparently even though the spell was slowly wearing away they were still unable to work together as a team the way they had before.

It also didn't help that a few days later Bloom had been spelled again but this time she was being controlled by Darkar to hand over Alfea's piece of the codex to him.

Helia didn't know what but something had to be done and soon or the girls would never be ready to take on Darkar and he had a feeling that battle was going to come a lot sooner than they would like.


	11. Much Needed Vacation

_Red Fountain_

Sky, Brandon, Timmy, Riven, and Helia were walking down the hall to the headmaster's office following Codatorta. The intimidating teacher had just come to collect them from their battle tactics class and informed them they were wanted by Saladin.

When they reached the office Codatorta pushed open the doors and waited for the five boys to file in before shutting it and leaving.

"Ah boys you're here. I have an assignment for you. Ms. Faragonda has asked me to assign a team of specialists to look after some of her girls while they are on a mission."

"Awesome." Riven cut off the headmaster. "Where are we going the realm of frost? Under cover spy mission?"

Instead of chastising him Saladin only smirked. "Not exactly Riven, Ms. Faragonda is sending a few students to the resort realm in order for them to relax and reconnect with each other. I think you are all acquainted with the girls." Saying this Saladin waved his hand over his desk and a holographic image of the Winx club appeared. "I assume you already know about the cat fight spell that was cast on them. They are going on this trip in order to get over the lingering side effects of that spell that is keeping them from working together by being in a stress free environment. You boys are going as bodyguards because in the resort realm they won't be able to access their magic."

The boys perked up a bit at the thought of going on vacation with the girls. Seeming to have read their minds the school head quickly shot down those thoughts. "Now this is an official mission and you will be graded on it. This will be replacing your final exam." This bummed the boys out but the thought of an easy final was exciting.

Saladin went on to debrief them of their specific assignments. "Sky, Brandon, Timmy, and Riven will be on active duty with the girls at all times. Helia you will be going as back up. At the end of each day you are to update Helia on all occurrences, suspicious or not. If anything suspicious is to occur you are to inform him immediately and always keep him updated on your location. As this is a mission there is to be no flirting with your girlfriends." As this was said every head in the room turned to give a pointed look to Brandon.

"What? Don't look at me I haven't even done anything yet." Brandon huffed indignantly and crossed his arms.

The boys continued to stare at him as Saladin smirked.

Riven then commented. "You've been spending too much time with Stella. You're acting like her now."

After a short laugh the guys got serious again as Saladin finished briefing them on their assignment then sent them off to pack.

* * *

Helia parted way with the others at the ship as they loaded into the Owl and Helia went to the smaller Crow. He fired up the ship and flew out of the hanger shortly after the others, staying out of sight of sight of the others but hidden so he could see the girls as the guys picked them up at Alfea.

The girls were stood in the courtyard with the pixies and their luggage as the ship landed in front of them, blowing their hair around in the wind it stirred up.

Sky and Brandon stepped out of the ship to greet the girls. Flora excitedly ran onto the ship with a smile gracing her face and Helia couldn't help but smile himself as he saw her. Bloom, Tecna, Musa, and Stella ran after her leaving Layla still standing behind them holding a sleeping Piff in her arms. Helia's brow scrunched together in confusion as he saw the annoyed look on her face before she ran after them.

'Maybe that spell still has a stronger effect on them than we thought.' Hopefully with this trip they'll be able to shake off the remnants of that spell and start acting like themselves again.

As the girls entered the ship Helia turned on the speaker between the two ships, muting his side.

He heard the slight confrontation between Tecna and Timmy ad Musa and Riven. He felt bad for them, Timmy because he was already so nervous around Tecna but also knew this was an assignment for them and they really _weren't_ supposed to socialize. Tecna, because she clearly liked him but never came right out and said that to him, leaving them in the current in between state of their relationship they were in now.

Riven just clueless in general when it came to girls and Helia couldn't help but roll his eyes at the way he greeted Musa. Finally, he felt bad for Musa because she was so obviously in love with Riven but because of the protective front she put up to protect herself wouldn't let herself tell him this. Added onto the fact that Riven was clueless and rude without even trying to be half the time.

It was a long flight and Helia kept the speaker on for most of it but needed a break when Stella started panicking about forgetting her conditioner and even requested that they go back so she could get it, not that they did, and at that point Helia turned the speaker off for the time being.

Helia was focused on flying the ship when a message came through from the other ship and immediately knew it was from Riven.

 _Hey you can't just turn the speaker off. If I have to listen to that blonde harpy complain about her hair then so do you._

Helia laughed at the fact that Riven was able to get his annoyance to show through in a written message and was about to reply when another message came through.

 _Helia tell Riven to play nice and stop calling my girlfriend a harpy._

This was obviously Brandon. Helia shook his head and finally gave a response.

 _Riven play nice and leave Stella alone and Brandon just ignore him. I'm turning the speaker back on now so drop it Riven._

Doing as he said he would Helia turned the speaker to the other ship back on, still leaving his muted as the girls were not supposed to know he was there as well.

The speaker went back on as Brandon told Timmy to land the ship only to hear that there was something else here preventing them from landing. Helia was immediately on alert, more alarmed when Brandon confirmed his own findings that they were the only two ships showing up on the monitors.

Helia looked out the window for himself and was just able to see the ship swerve out of the way before it flew straight into some type of giant bird, he couldn't tell what it was from his distance but it was definitely huge. As soon as the ship straightened out he sent over a message.

 _Are you guys okay?_

The reply cam almost immediately which relieved him.

 _Everyone's fine, just a bit shaken up but we're all good now._

Helia nodded his head to himself as he heard Bloom's voice over the monitor as she yelled at Sky then sounded sad as she apologized to him.

Helia blinked once then twice shocked at the way she snapped at him. This vacation couldn't start soon enough.

Brandon's voice then rang over the speaker slightly louder, probably both to cut the awkward tension and to inform both those in their ship and Helia that they were finally arriving.

Helia then contacted the security office informing them of the two ships arrival which Saladin had given them a heads up about. It would have been suspicious otherwise to see an unknown aircraft following a group of students.

At this point Helia checked in with the guys once more before heading to the location he had been given where he would stay with the ship while they were at the winter portion of the resort realm.

* * *

 _In the Crow_

Helia was bored out of his mind. Sure the guys weren't supposed to be socializing but he was pretty sure at least Sky and Brandon would give up on that soon anyway and at least they got to be around the girls, not to mention go on the slopes with them and then hang out on the beach later in the week.

Helia couldn't help but feel he got the short end of the stick. He hadn't gotten a chance to talk to Flora since the girls came to see them after they got back from Cloud Tower because she had been so busy with her school work and the tension between her and her friends.

Eventually Helia sat down to sketch. There was nothing he could do until it was either time for their dialing debriefing, something suspicious came up on the monitors, or the guys called him in for back up. With those as his options Helia would rather he be a bit bored than for the others to be in potential danger. Besides, at least he didn't have nighttime guard duty.

* * *

 _Later that night_

"What do you mean the cable snapped?" Helia yelled over the speaker.

The guys had just called on to brief him on the day's events only to tell him that they had nearly fallen from who knows how far up when the ski lift broke down and the cable snapped. It was only quick thinking from Bloom and teamwork that they were able to build a make shift hang glider in time to get out just before the lift plummeted to the ground.

"Relax Helia, everyone's fine. The girls were even able to work together for the first time in a long time without a complete screaming match breaking out and Bloom ended up earning her charmix." Sky tried to reassure him, though he didn't really think it was going to work too well. He would be reacting the same way if Bloom and his friends were in danger like that and he wasn't told until hours later.

Helia sighed in an attempt to calm himself. "Everyone's okay? Nobody got hurt?" he questioned wanting verification.

"Everyone is perfectly fine." Timmy assured him.

"Relax poet man, Flora is still in one piece and at this moment is currently watching a movie with the other girls." Brandon teased him but he let it slide because he slipped in the information about Flora being okay, that and he really didn't want to start an argument over his feelings for Flora right now. Then a thought suddenly came to his head

"Are all of your communicators working?" he asked

This time it was Riven's snarky remark that came over the speaker system. "Well we're using it to talk to you now aren't we?"

Helia rolled his eyes at the sheer amount of attitude Riven managed to put into his comment. "Then why didn't any of you call me when the lift broke to come and get you guys instead of racing against the clock to build a hang glider you weren't even sure was going to work let alone get done before the cable completely broke?"

There was dead silence and Helia checked to make sure the speaker was still on. It was. It was another couple of seconds before he heard the sound of what he assumed was someone face palming.

"Umm because we didn't think about it." Was Timmy's lame reply. This time the one face palming was Helia.

"You mean to tell me you all very well could have dies today and it was by sheer luck that you're alive right now because you didn't think about the fact that the entire reason I'm here is for back up in case of emergencies like that?" Helia verified somewhat sarcastically. Actually it was very strong and very evident sarcasm but I mean come on!

"Pretty much." Brandon replied weakly. Helia sighed again but there wasn't anything they could change now and everyone was fine so he decided to let it go for now.

"Next time just try and remember that I'm part of the tea m now too okay." Helia said worn out by the last ten minutes of conversation.

"Helia it's not that we don't think you're part of the team. We've never worked better than when you joined us." Sky assured him. "It's just for the last two years it was only us four and then last year everything with the girls we had to deal with on our own. It's just gonna take some getting used to I guess."

"It's fine Sky. Just remember that I'm here now and I don't plan on leaving this team anytime soon so it's not just the four of you anymore, I'm here for you guys and the girls too." Helia said wearily. Wanting to drop the topic he got back to the point of the call. "Is there anything else I should know about?"

"No, nothing aside from the fact that Layla totally creamed Riven and Sky in snowboarding. After the ski lift incident we came back to the resort reported the problem and went back to the rooms." Brandon informed him.

"Okay, I'll talk to you guys tomorrow."

"Later Helia."

"Later."

Helia turned off the speaker and leaned back in his chair, rubbing his hand down his face. He knew that it was going to take some getting used to for a team of four for the last two years to get in sync being a team of five but that didn't completely absolve the annoyance of knowing he could have helped his friends but couldn't because he hadn't known they were in trouble. It wasn't the guys' fault and he didn't blame them, he was just annoyed once again that he was stuck here as back up instead of with the guys protecting the girls.

Maybe it was his grandfather that didn't think he entirely belonged with the team. He threw that thought away as soon as it crossed his mind. He knew that wasn't true just like he knew it was always good to have back up in case of an emergency. Just like he knew that the only reason the guys didn't think to call him was because they were acting on the instinct of having to act without any back up.

He knew that up until now they hadn't had any serious missions aside from the school being attacked and Helia hadn't even been a student yet let alone part of the squad and the mayhem globe but that wasn't a solo mission for the squad. It would take some time for all of them to get used the change but Helia was confident when the squad adjusted everything would work out. Helia's mood did lift slightly at the thought of the look that must have been on Riven and Sky's faces when Layla had supposedly 'creamed them' in snowboarding.

* * *

 _A few Days Later_

The other guys and the girls had just gone to the beach and woods portion of the resort realm for their camping trip, which apparently Stella wasn't too excited about the fact that they would be sleeping outside in a tent instead of the villa but the other girls seemed happy enough. Helia had just relocated the ship to a new location closer to where the others would be camped out.

Helia was currently sat up in a tree, as per Sky's suggestion, in order to keep an eye out for any danger as well as get some fresh air. He had to admit even though he would rather be with the others this was an improvement from being stuck in his ship for the better part of the day.

He saw the girls lounging around on the beach while the guys claimed to be patrolling the water, though Helia had a feeling they were out on the jet skis for fun rather than the security work they claimed it to be.

Helia chuckled as he heard Layla comment how she wanted them to let her ride one.

Then things started to turn south as Musa suggested Stella join them only for Stella to deny the offer but then drag Tecna into it by pointing out that she wouldn't change. Helia sighed preparing for the potential fight brewing. Luckily they were distracted by Timmy's arrival back to the shore, or rather Layla running up and Hijacking his jet ski the second he was off of it. Luckily the girls' laughter drowned out Helia's own. The only one to notice him was Timmy who had known where he was, thus receiving a cold look from the specialist before he himself started laughing too then went to sit next to Tecna.

About an hour later everyone had reconvened back on the shore and had started a volleyball game, Stella and Layla opting out. As they played Musa brought up a very good point. "I thought you guys were supposed to be in guard duty?" she questioned them as she hit the ball over the net. To which Brandon replied "This is what Codatorta called playing close security detail."

Riven then added. "It makes the enemy think our guard is down." As he sent the ball back over the net only just being saved by Flora. Bloom then replied to him "Well your guard is down." As she hit the ball over herself after getting it passed to her from Flora.

At that time Helia saw Layla walking back down the trail she had gone down to collect some firewood. Stella also chose that moment to pick up her complaining from before. "I can't believe we don't have a hotel or even a cabin to sleep in. How are we supposed to stay warm?"

"That's what firewood is for." Layla told her as she set in down in the sand. Then trying to calm her down suggested she go for a swim. To which Stella quickly shot the idea down. "Do you know how much I paid for this swimsuit?" At this point the volleyball game had come to a halt as everyone watched the exchange between the two fairies with baited breath.

"Wait a minute Stella, so does that mean you can't get it wet?" Layla questioned the girl.

Stella simply replied by shaking her head and uttering "mm mm mm"

Layla clearly thought she must be joking. "Uh, okay you're kidding right?" she asked with a smile not thinking Stella could possibly be serious.

Stella again replied in the negative shaking her head. "Mm mm mm"

Layla being from Tides and practically growing up in the water couldn't comprehend this. "So you just bought a swimsuit for how it looks? What kind of sense does that make?" she questioned Stella again.

Things only went downhill from there going so far as to make Stella walk off and sit farther away from the others. Deciding to give her a chance to cool down Layla changed and then joined the others in their game.

Not long after that Riven walked off to meet Helia in the woods where the girls wouldn't be able to see or hear them. They exchanged mandatory updates as part of their assignment, not that either of them saw anything that should cause concern, and then Helia went back to the ship to check over the monitors.

* * *

 _That Night_

Helia had just gotten a call from the guys for their nightly debriefing, the girls all in their tent and far enough not to be disturbed by them.

"Aside from blondie still being in a mood everything's fine over here." came Riven's less than professional update, Helia could hear the sound of Riven getting hit in the head, likely by Brandon, and then Riven's muffles 'ow'.

Used to this by now Helia ignored it and went on with his report. "Nothing out of the ordinary had shown up on the radar. Any idea what's going on tomorrow?"

Timmy answered this time as Helia could hear Riven and Brandon arguing in the background and Sky trying to break it up. "Flora wanted to hike out deeper into the forest to see the different plants and creatures, and the girls want to make postcards. Of course then Riven got into one of his moods about having to provide '24 hour security so they can play arts and crafts and hang out on the beach.' Because it's not like he was having fun on the beach too." Helia could almost see Timmy rolling his eyes and was sure that Riven would be arguing with him now if he weren't still so involved with his current argument with Brandon.

Helia rolled his eyes at his roommate's attitude. Apparently it wasn't enough that the girls were sent on this vacation in the first place because they weren't getting along, of course Riven had to stir up trouble too.

"Just try to keep Riven in line long enough to finish the week." Helia requested of Timmy, knowing it was a lost cause, as Timmy also happened to point out. "We'll do our best but you know how Riven is and you know how Brandon is when Riven gets him going."

"That's all I ask." With that Helia informed him of a herd of Herlgasaurs nearby and assured him they were herbivores and nothing to be worried about. They finished their conversation and ended the conference.

Later that night Helia noticed a large grouping of the realms creatures but decided it wasn't anything they needed to worry about immediately but would keep an eye out just in case.

* * *

 _The next day_

Helia was looking over the monitors and saw a figure that the system identified as Layla walking off into the forest alone, followed by Stella not too long after. Seeing as they were alone he kept an eye on them. They seemed fine at first but then he noticed to other creatures show up on the monitor, some kind of animals from the realm seemed to be cornering them. Helia was about to go intervene when the system picked up on source of magic coming from Stella, had she gotten a charmix too? Whatever she did it got them a chance to get away from the creatures and back to their camp. Helia decided to check in and tell them something was off.

Helia called Riven's communicator and gave him a couple of minutes to answering figuring he had to get an excuse to get away from the girls. Unfortunately according to the monitor now Musa stormed off, He assumed because of something Riven had said, but Brandon followed after her.

Eventually Riven answered. "Yeah?"

"Some creatures just cornered Layla and Stella in the words but Stella did something to give them chance to get away and they're running back now and the creatures stopped following them a while back, when Layla hit them with a tree limb. Keep an eye out and try not to let anyone else go off alone, I have a bad feeling about this."

Riven grunted his agreement. "You got it, anything else?"

"Yeah, sometime late last night there was a large group of different creatures in some clearing, I can't be sure but it might have something to do with whatever tried to attack Layla and Stella, all the creature in this realm are supposed to be peaceful."

"I'll tell the others, you keep an eye on the monitor and let us know if you see anything else strange."

"You got it." With that they ended the communication and Helia went back to watching the monitors and saw Riven heading back. There didn't seem to be anything or anyone aside from the guys and the Winx near the camp so at least that was a relief for now. He did keep a close eye on Stella and Layla as they continued to make their way back in case he had to intervene.

Helia saw Riven walking back but then suddenly stop. Not long after that he received a call on his communicator. "What's up?"

"Looks like you right about a bunch of animals heading to the same place last night, I just found their tracks and I'm following them now."

"Got you," Helia looked back at the monitors. "it looks like Musa's heading your way." He informed him.

"Understood." Riven then ended the call and Helia went back to watching out for anything following Layla and Stella on the monitors.

Not long after Helia got a message from Riven.

 _Can't talk Trix are here. About to send a message to the others. Icy and Stormy are setting traps. Darcy is doing something to the animals, think she's hypnotizing them. Stay hidden until called for_

Now Helia had definite reason to worry and he had a feeling he was going to be called in soon but did as Riven requested and continued to keep an eye on this from the ship. Helia was pulled away from his surveillance by another message from Riven.

 _Musa showed up and I passed on the situation, she's on her way back to tell the others._

Helia replied simply _understood_ and once again brought his attention back the monitor where he saw source of magical power suddenly come from Musa, looks like she got her charmix too, good they would need as much power as they could get since apparently the Trix were able to use their magic here somehow. Helia frowned at the thought.

* * *

On the screen Helia saw Layla and Stella were once again surrounded, then from the window saw a burst of magic which he assumed to be Stella, Seeing that Musa had not made it back yet sent a message to sky informing him of the situation and what Riven was doing.

The girls had been pretty close to the campsite at this point so it didn't take long for Brandon to get there and take care of the situation. The others arriving not long after but it seemed that more creatures showed up and they all took off running.

Riven caught up to them just before they ran into the traps the witches set and guided them through.

Helia's eyes remained trained on the screen in front of him waiting for the signal. Suddenly Timmy's voice rang through his communicator. "Charlie Horse to Poet Man, code 19!"

Helia didn't waste a second. As soon as Timmy's message rang through he revved up the ship and flew off to the code 19 rendezvous point Timmy had mapped out for him when they first arrived on the realm.

Timmy and he had gone over several emergency back up plans the night they had been debriefing while Brandon and Riven fought and Sky tried breaking them up.

He was sidetracked however by a swarm of various animals flying away. He assumed these had been some of the animals being controlled by Darcy.

Helia was getting worried, his friends were in danger and he didn't have time for all of the creatures to pass. Thinking quickly he decided to go an alternate route and by the time he arrived it seemed he had just made it.

Helia positioned the ship over the wooden shack Timmy had told him about and opened fire with the ships laser cannon.

"Hey there guys." Helia greeted them over the ships loud speaker so the others knew it was him and not to worry about another attack and landed the ship.

"Helia what are you doing here?" Tecna asked.

"Timmy radioed me, I would have been here sooner but I had to bypass a swarm of flying creatures." Helia said as he shut the ship down and lowered the ramp so he could get off and join the others. He made off the ship just as Brandon asked a very worrying question. "Where is the Tim-mister?"

Everyone looked around realizing that Timmy hadn't regrouped with them. It was Musa who spotted him first as she pointed to a pile of rubble that did indeed have Timmy lying under it. "Over there!"

"Oh Timmy!" Tecna shouted as she ran to him and started pulling wood off of him, the rest of the group following right behind her. As they were busy freeing Timmy the Trix made their exit, probablyreturning back to Shadowhaunt.

"The witches!" Flora shouted.

"Forget them let's just get Timmy out of there." Brandon said as he pulled the last chunk of wood off of Timmy and Sky pulled him to his feet. Seeing that Timmy was okay Helia started walking closer to Flora and was just able to make out Musa's comment to the flower fairy. "Heads up Flo, boy alert."

If Flora had waited just another second before hiding her head he would have noticed the blush the covered her face.

Helia's path to Flora was halted by Riven walking over to him wanting to know when he and Timmy had come up with that plan. Helia informed him that they made that plan and several others in the time span that he and Brandon had been going at it and Riven looked a little shocked that they had had that kind of time.

As Timmy sat on a log with his head in his hands he apologized for messing up. Helia was about to contradict him when Tecna beat him to it telling him that he was a hero and how scared she was when he thought he was hurt. This admission of hers also happened to gain her a charmix. Helia looked again to Flora and as he looked at her face saw the relief that Timmy was gone and the joy for her friend getting her charmix but also saw the disappointed and slightly defeated look on her face from not yet getting her own.

Before Helia could try to go and talk to her again everyone's attention was diverted to Bloom, Layla, and the pixies as they walked out through the trees. "Hey everybody look who me and the pixies found!" Bloom called out to them.

Everyone replied with their greetings but stopped when they realized the pixies wouldn't stop sneezing, concerned looks crossing the girls' faces they rushed to their bonded pixies sides.

"What happened to you girls?" Flora asked as Chatta sat in the palm of her hand.

"We found these weird looking flowers in the woods and I went and bounced on them. They looked like fun. I didn't know the spores would get us sick." Chatta answered her miserably.

Flora hated seeing her pixie so upset. "It's alright sweetie, you couldn't have known." Seeing Chatta didn't look quite as sad anymore Flora looked around. "Well it looks like all the animals are back to normal."

"Good cause we're out of enchanted fruit." Brandon said as he fed the last piece of fruit Stella and Musa had charmed to reverse the spell on the creatures to one of the animals.

Helia looked up as he saw Bloom walk over to him. "I heard what you did Helia, thanks for coming."

Deciding it may be best to not let the girls know he had been there the whole time after the way they acted after they got back from Cloud Tower and thought the guys doubted their abilities he chose not to tell them that fact.

"You don't have to thank me Bloom. As soon as I heard you guys needed back up I was on my way." Helia replied glancing again to Flora. Mush to the amusement of Stella and Bloom who followed his gaze.

"Hey guys the pixies are really bugging over here!" Musa called from the rock where she and Layla were standing with the pixies sitting on it, looking as if their colds had gotten worse in the short time since thy had been back.

"Why's the forest spinning?" Amore questioned alarming the girls and guys.

"Well it looks like our vacations ending a little earlier than expected." Layla said.

Bloom spoke up "I tried to use a healing spell but it didn't work.

Layla shook her head and the red head. "The only thing that can cure a sick pixie is tea brewed from the flower of life and that's in pixie village."

Stella cut her off. "But we can't go to pixie village or else Darkar will find the last piece of the codex. Or do you not remember the monsters he sent after us when we stopped the pixies from going back because I don't know about you girls but I smelled like gross Shadowhaunt creature for a week."

Helia suddenly realized that he had never had a chance to tell the guys what Saladin had informed him of a few hours ago and even if he had they probably wouldn't have told the girls yet. It's kind of hard to relax when you know that the evil maniac out to take over the realm of Realix now has all four parts of the codex he needs to unlock the door.

Helia grew somber at this thought. "Actually Saladin informed me a few hours ago that Darkar got the codex. Avalon got hit with some kind of poisonous flower and Palladium sent Livy to go get the cure from the village but Icy followed her.

"Oh no!" came from the girls and the guys when they heard this information.

Flora calmed down first and got the attention of the others. "Well there's nothing we can do about it now. All we can do is go and get the pixies their tea and keep training until Darkar makes his move." The others agreed with her that worrying will get them nowhere. The group decided that they would drop Bloom, Stella, Musa, and Tecna back and Alfea and Riven and Timmy at Red Fountain to tell the heads about what happened and so they can get back to training while the rest of them went to Pixie Village.


	12. Flower of Life

_Pixie Village_

The group arrived at Pixie Village and brought the ship down in a smooth landing. The ramp opened and the teens walked out carrying the sick pixies in their arms. Helia looked around him at the village full of pixies while carrying Lockette and Amore and he looked down at them once more as Amore sneezed again.

Guilt ridden Livy flew up to the group and stopped in front of Flora and Layla. "Hi. What's the matter? Is it Allergies?"

Digit corrected the blonde pixie. "It's a flu-achoo"

Seeing Livy and another pixie that was riding on a piece of paper with her, Glim, look around curiously Layla told them why the others weren't there. "We dropped the others back at Alfea and then had to come here right away. Their immune system must have weakened from being away from the flower of life for so long."

At this Glim flew over the Layla and the other baby pixie while Livy looked up at Flora with wide sad eyes. "Are you really mad at me? I'm sorry about Icy."

Flora smiled at the pixie and held her hand out to her, Chatta held in her other arm. "It's okay Livy it's not your fault. We know you tried to save the codex."

"I don't mean to be rude" came from the ever polite pixie of manners "but we really need tea."

Digit leaned her head back against Brandon's arm "My throats sore."

Lockette and Amore then added in respectively "I'm cold" "I'm hot"

And of course the ever positive Chatta didn't let their flu get her spirits down even if she wasn't feeling well. "I'm achy. Let's get some flower of life tea before this flu totally wipes us out." and smiled up at her bonded fairy, receiving a smile in return.

Helia stepped forward towards the girls. "We should take some of that tea with us, it would be good to have in case you fly into another cloud of spores."

Helia looked down as Lockette spoke up again. "We can't take the tea with us; we have to drink it here." Well there went that idea.

Helia noticed out of his peripheral vision Livy wouldn't meet anyone's eyes as if she didn't want to admit something.

"Come on Livy, let's show them how it works." Lockette encouraged, all of the pixies ready to start feeling better again.

Still not meeting their eyes Livy relayed the bad news. "The flower of life is sick. Icy did something to it and Ninfea hasn't been able to fix it." The pixies all gasped at this as the guys' and girls' stares hardened at the mention of the ice witch.

Looking back to the pixies Layla's eyes softened. "Livy, what did Icy do?" she asked gently.

"When I was coming back to get the cure for Avalon Ivy followed me to the village. We tried to stop her but she was too strong and she froze the flower of life. That's when she tried to take the codex but I grabbed it and flew away. I don't remember how I got there but when I was flying I ended up in some place called Downland and met Queen Amentia." At this name Brandon visibly flinched causing Sky to chuckle. Helia nudged him, careful not to jostle Lockette and Amore around as he did so, and gave him a look that clearly said 'not now'. Sky composed himself but there was bound to be no end of teasing when they got back to Red Fountain.

"What happened in Downland Livy?" Flora asked the pixie of messages.

"Well I found Amentia and then Icy found me and she and Icy started arguing about eye shadow and Amentia said Icy's was bad and Icy insulted hers too and then Amentia took the codex from me to protect and started fighting Icy herself and she was doing good but Icy beat her and took the codex. She wasn't happy, Amentia I mean, and she ran off to start plotting her revenge because Icy broke her 'order keeper' but it just looked like a metal stick. Anyway then I got back to the village and had to tell everyone that h codex was gone and then found out that the flower was sick.

Flora and Layla nodded knowing firsthand what it was like to fight against Icy. "Well why don't you girls take us to the flower and we'll see what we can do." Flora suggested. Livy Flew out of Flora embrace and, with Glim, got back on her enchanted paper and led them to the Flower.

Now Sky and Brandon knew next to nothing about Flowers but even they could tell something was very wrong with it. Still holding Chatta Flora knelt down in front of the flower to get a feel for what wrong. She gently touched it and her hand glowed a light gold color. "Poor flower, I can sense its pain." Helia didn't like that she was feeling pain.

"Flora we've tried everything." Livy told her close to tears. "Nothing works it keeps getting worse."

Chatta let herself drop to the ground and took a few steps toward the flower to get a look for herself. Seeing that it was indeed in bad shape she turned back to Flora with as much worry as when she had had to tell the girls they had gotten sick because she wanted to play on the flowers. "If the flower of life doesn't get better, neither will we."

"I'll do the best I can Chatta but it may take a while." Flora stood up again and scooped up Chatta as she did so. She walked to Layla and the boys. "In that case I should probably head back to Alfea and get in some more training with the others and then I'll come back tonight if you aren't there already." Layla said this to Flora and the flower fairy nodded her head in agreement. There was no point in her being here when she could be preparing for the fight to come.

Brandon added on "We'll stay here with Flora."

Sky turned his attention to Layla. "Do you need a ride back to Alfea Layla?"

Ayla waved her hand at him dismissively. "Don't worry about it I can fly there." She assured him as she passed the sleeping Piff to him. "Just keep an eye on the pixies while Flora's working on the flower. And I'll see you guys later." With that Layla transformed and flew off to the school.

Seeing as the sun was shining brightly and the pixies already had fevers the boys took them to sit in the shade, Flora handing Sky Chatta as well, while she kneeled in front of the flower again and held her hands just above it and used her magic to try and get a sense of just what was wrong. This went on for about five minutes before Flora pulled her hands away staring at the flower in confusion.

"What's the diagnoses doc?" Brandon called out to her trying to slightly alleviate the tension that had surrounded them for the last couple of minutes. It didn't work and Flora looked over to them in concern. "I've never dealt with anything as complex as this before. If I mess up the village will… well." Flora didn't want to finish the thought let alone speak it out loud.

"Will what?" Brandon asked not getting her point. Helia and Sky both looked at him with identical stares, a moment later he got it. "Ahh… oh." He finished lamely. Helia looked back at Flora as she slumped her shoulders. Sky and Brandon looked to each other worried. Flora could be her own worst enemy and her self-doubt would no doubt make her question her ability and cause her to worry even more. It was a vicious cycle.

"You're the fairy of nature Flora, if anyone can fix the flower it's you." Helia told her, trying to encourage the girl.

"Helia's right Flora- achoo. In fact I'm going to- achoo- right you a new cheer to make you feel better." Chatta tried to encourage her as well but the reminder that the pixies were counting on her, not just the sick ones but all the pixies, made her even more nervous.

Chatta however was a pixie of her word and got right to work thinking up a cheer for Flora with a few of the other pixies from the village listening in on her thought process.

Flora continued working on the flower for several more hours without getting a step closer to fixing the damage Icy had caused. It was not because she wasn't capable like she thought, they all knew this, but she lacked the confidence in her own ability added on to the pressure that was placed on her, she was afraid to do something and it end up making something worse.

Ninfea wasn't exactly helping the cause either. She didn't do it on purpose but her constant flittering around Flora and her own nerves added to Flora's, after all it was her job to take care of the pixies and she wasn't able to do anything.

Eventually she magic messaged Alfea to speak with Faragonda.

Faragonda answered the message immediately, "Hello?"

"Ms. Faragonda"

"Ah Ninfea, how are things coming along with the flower." It was clear from the look on Faragonda's face she didn't think things were going well by the tense tone of voice Ninfea had used when she greeted her.

"I have done the best I can but my magic is not strong enough and Flora is reluctant to help." Helia didn't like the way she had worded that comment and it didn't seem that the others didn't either, as they saw Flora bow her head in shame. It wasn't that she was reluctant to help, she wanted more than anything to fix this but she was concerned that something would go wrong. After all it was hard to have faith in yourself when those around you didn't seem to.

Faragonda looked down at her desk as she began speaking then raised her eyes to the fairy who had just gone from her standing position to slumping down to her knees. "You should be able to take care of this Flora what's the matter."

It seemed that Chatta didn't like the way they were talking to Flora either and got up to march over to them before Helia caught her telling her that Flora wouldn't want her over exerting herself until she got the flower better. His confidence in her helped calm the pixie of chatter down and she sat on the ground with Jolly and Piff.

There was a knock at the door before Flora could reply and Faragonda held a hand up to her "Come in" then gave Flora her attention again. Flora looked up at her headmistress, her eyes drifting to see the rest of the Winx Club had just entered the room and lowered her head again. Flora was absolutely miserable and couldn't keep her next thought from running through her head. Not only were Helia, Sky, Brandon, the pixies, and Faragonda all witnessing her failure but now her best friends were too. What good am I? I haven't even been able to get my charmix yet. The weak link, just like the Trix always reminded her.

"Ms. Faragonda, my powers aren't that strong. I mean I haven't even gotten my charmix yet." Sky was about to but in and remind her that the rest of her year at Alfea hadn't gotten their charmix yet either but again Helia stopped him. Flora wasn't comparing herself to the school or even just her year. No, she was comparing herself to her best friends, the people whose opinions mattered the most to her because they meant the most to her but also whose achievements would make her feel the worst if she couldn't keep up. Not that she would ever wish they didn't have those achievements nor did she fault them for it.

"You're the fairy of nature. You can do this."

"But if I make a mistake Pixie village could disappear forever." Flora admitted her main concern.

Faragonda spoke up again, her voice more upbeat this time. "Then don't make a mistake Flora. Now I want you to go ahead and save that flower." Before any of them could even blink let alone get another word in Faragonda had ended the message. Flora sighed to herself then got back to working on the Flower.

"Well that wasn't exactly the best pep talk I've ever heard." Sky admitted. Keeping his voice down so that Flora wouldn't be able to hear.

"That's a bit of an understatement. They act as if she isn't trying. I mean it's a lot of pressure just dealing with the flower alone and then if you add in Darkar, the Trix, her charmix and everything else, honestly anyone else probably would have crushed under the pressure by now but she's still going at it." Brandon informed them and received agreement from the two specialists and the pixies sitting with them.

"The problem is though she doesn't realize it." Helia's comment was plain and simple but it said a lot.

* * *

Not long after the magic message Layla arrived back, giving Flora what she hoped was an encouraging smile before sitting with the boys.

Helia's attention, Along with those around him, were drawn to Amore, who he was holding because she was cold now, and Jolly who was giving her a tarot card reading.

They were at it for a couple of minutes before Jolly sighed. "I'm sorry Amore, I just don't see love in your future." Amore burst into tears.

"Jolly how could you say that to her?" Livy demanded as Jolly walked over to the pixie and handed her a handkerchief she had charmed out of a card. "Amore, the cards aren't always right." Amore looked slightly happier at this and her tears had stopped.

Seeing that everything was okay now Helia turned his attention back to Flora, not that it was ever really that far from her in the first place.

Ninfea was now trying to encourage her. "You can do it Flora." Helia placed Amore on the ground next to Jolly who was showing her some more magic tricks and went to go stand a few paces behind Flora. Flora tried another spell but it had no effect, and then glanced behind her to see Helia watching.

"That was no good either. I have to think and figure out the best way to do this." Helia seeing a chance to give her a little encouragement of his own stepped forward so he was now standing right behind her and put his hands on her shoulders.

"Don't think Flora, listen to your heart. There's a lot of power there. I know there is." Flora stiffened when she realized he was right behind her but then relaxed against his touch. Neither of them noticed but Sky, Brandon, and Layla were smirking at the two of them.

Flora looked up at him and he smiled at her, showing just how much he believed in her.

Flora took one last deep breath. "Alright" she transformed in a burst of light and was then in her fairy form. Again she placed her hands on either side of the flower and focused her energy. Her hair started whipping around in the wind she had summoned as she worked her magic and she began to glow followed by the flower. A few silent moments later the flower burst to life and leaves came shooting out of it. Flora smiled brighter than he had ever seen.

"You did it Flora!" Helia announced as everyone else started cheering for her. Flora stood up and was engulfed in a hug by Layla. "Alright! Go Flora!" When the two separated Helia whispered in her ear. "I knew you could do it." Flora blushed with no way of hiding it.

Layla noticing her friends blush tried to save her, "Come on let's collect some of these leave and then I'll make you girls a nice pot of tea."

Now none of them knew this but back at Alfea Faragonda and Grizelda were watching everything and it did not escape their notice how proud Helia was of Flora, as Grizelda pointed out. This would be how the rest of the staff of Alfea and Red Fountain as well as Headmistress Griffin of Cloud Tower would hear of the sure to be couple. Let's face it these teachers are huge gossips.

* * *

Layla and Flora had just finished making the tea and were pouring it into tea cups for the pixies.

"mmm" was heard from all of them. Lockette finished hers first quickly followed by Chatta.

"I feel better than ever."

"Me too! Headache's gone"

Digit finished hers next then hit a button on the little pad on her sleeve. "One hundred percent better." She smiled. Similar remarks came from Amore and Tune while Piff just babbled happily.

Glim flew over wanting some tea too. "You can have some." Layla told her as she handed her the cup. The pixie of fireflies drank it and giggled when her stomach started glowing.

Flora turned around to offer the same to the boys. "Would you like to try some tea?"

Brandon waved his arms in front of him chuckling as he said "Honestly, I'm kind of scared of that tea." While Helia and Sky just laughed. Flora and Layla looked to each other and shrugged their shoulders, pouring themselves some.

Lockette drew their attention away from Brandon and towards the flower of life. "Ooh look"

Thy turned their heads just in time to see the flower glow again and then, to the sound of their astonished oohing and ahhing, out popped a baby pixie. Livy was the first to speak. "Looks like the flower of life is all better!"

Brandon of course voiced his thoughts again. "Well that explains the mystery of how pixies are…umm…" he couldn't finish his thought, mesmerized by the sight in front of him so Ninfea helped him out. "That's right; this is how pixies and pixie pets are born."

The pixies seeing the shocked look on their faces burst out into laughter, definitely over their colds.

* * *

Not long after the pixies had all drank their tea it was getting late. "I guess we should head back?" Sky asked the other two specialists."

"Let's go" Brandon replied as he walked off with the others.

"Come on Flora let's say bye to the boys." Layla called behind them and so they stopped and said goodbye to Layla but when Flora didn't follow continued on to the ship. Helia would be lying if he said he wasn't just slightly disappointed.

They had gotten into the ship and were lifting off when he had heard her call his name. "Helia!"

Helia, who had been piloting the ship, immediately lowered it and once it touched the ground was out of his seat and down the ramp, making his way over to Flora.

Now standing in front of her he waited for her to speak. "I wanted to tell you…um... sorry I don't know how I'm supposed to do this." She admitted shyly folding her hands.

Helia was patient with her. "Well Flora what is it that you're trying to do?" he asked her.

"I've never said this to anyone before so uh" her quiet voice was drowned out by Sky's voice booming voice over the ships speaker "Helia, please report to your ship. Helia internally screamed but kept his composure.

"They're in a hurry." He said to her as way of explaining the interruption.

Her confidence now entirely gone she said even quieter. "Oh well in that case then, we can talk some other time."

Helia smiled at her "Okay I'll talk to you later then." And turned and walked back to the ship. Why couldn't Sky just wait another minute?

Behind him as he entered the ship once again Helia could hear Chatta shouting but only made out "trust your heart".

Another breath later Flora was calling out to him again "Helia I really like you!"

Helia froze in shock for a moment before turning around with a cheesy smile gracing his face. "And I like you!" then blew her a kiss as the ramp rose, taking him in the ship with it.

The pixies started cheering having witnessed the conversation between the two while Layla nodded in approval. Chatta however was louder than the rest. "I knew he'd say it back, haha!" and pumped her fist in the air.

Before the ship left Helia and the other boys saw Flora finally gain her charmix and all three of them smiled, happy for the girl as she twirled around hugging Chatta. Then they were gone and on their way back to red Fountain.

Breaking from his daze Helia turned to Sky and Brandon. "Would it have killed you to give me another minute?"

Brandon looked aghast. "What you mean just let you talk to a girl without anyone hassling you about it? Never!"

Sky laughed and added. "Welcome to the squad Helia, don't worry you'll get used to it eventually."

Brandon then stage whispered to him "No you won't" and then at full volume. "Just wait until we get back and tell Riven and Timmy."

Helia rolled his eyes at his friends but then smirked.

"Yeah Brandon, and while you're at it we can relive all your stories about Amentia too." Sky started guffawing while Brandon looked shook.

"You know, you're pretty cruel for a pacifist." He remarked bitterly.

"It comes with being a part of this squad." Helia countered. They would have continued but Sky had just fallen out of his seat and onto the floor from all his laughing.

* * *

 _Back at Red Fountain_

The three specialists had just made it back to the school and were walking to their dorm. When they got there they saw Timmy and Riven lounging around. "Hey guys how'd it go?" Timmy asked them Riven looking up from his magazine also wondering the same thing.

"Great Flora fixed the flower and the pixies are better now." Helia told them.

Brandon couldn't contain himself anymore as he was bouncing on his feet. Riven had just opened his mouth to ask him what was up when he blurted out. "Helia's got a girlfriend!" he seemed relieved to have said that and Helia and Sky both gave him odd looks.

Riven smirked. "So you finally told Flora you like her then?"

Helia told him the honest truth. "Actually she told me first."

"Well it doesn't matter who said it first, congratulations Helia. I think you two are going to be very happy together." Riven agreed.

"Thanks guys. Actually she got her charmix too."

Riven nodded his head to this. "A boyfriend and a charmix in one day? Girls on a roll."

The guys started laughing but were halted by the door bursting open. Helia thought to himself 'does everyone in this school try to break the doors when they open them?' thinking back to both Riven and Brandon.

It actually wasn't a student like they had thought so Riven had quickly deflated instead of yelling when he saw it was actually Codatorta. They all saluted. "Sir".

"At ease boys. You're needed in headmaster Saladin's office on the double."

With that Codatorta was rushing back down the hall to Saladin's office himself with the boys following him.

They had all finally just gotten back, what was going on now? When they arrived in the office to see the solemn look on Saladin's face they knew it was bad news.

It was then that they found out Bloom had been kidnapped and taken to Shadowhaunt, where their next mission would take place.

They were out of the room and running back to the dorm to grab their weapons seconds after Saladin had finished speaking before speeding back down to the ship and boarding it, making a stop at Alfea to pick up the girls and make up a game plan before heading off the Shadowhaunt.


	13. Under Realm

_Alfea_

As soon as the ship landed the five specialists were sprinting out of the ship and into Alfea School where they were met by Grizelda who led them to the room the Winx club minus Bloom were waiting for them.

As they entered they heard the girls attempting to convince Lockette that sh couldn't come on the rescue mission. "We can't let you go to Shadowhaunt with us." Stella said in what may have been the most soothing voice Helia had ever heard her use.

Helia casually walked next to Flora and wrapped an arm around her waist. Flora instantly leaning into his comforting touch.

"I don't care how dangerous it is! Bloom's my fairy and I have to rescue her!" Lockette on the other hand was the maddest Helia had ever seen the timid little pixie get.

Flora tried next. "That's sweet Lockette, but you barely survived the last time you were there." Flora tried reasoning with her and when that brought forth no results Layla tried frightening the pixie out of coming, not wanting to scare her but knowing it was the best way to convince her. "Remember there are shadow monsters and gator-hounds just waiting to gobble you up."

For a moment they thought it had work when Lockette went to hide behind Flora. Both her body and voice shook but she was still determined. "I don't care I want to go."

Layla tried one more time. "Lockette I think Bloom would want you to stay here where you'll be safe."

Helia saw from the corner of his eye Sky sigh and look toward the ground at the reminder that Bloom wasn't here. Finally Musa was the first to give in to the pixie of portal's stubbornness. "Hey guys would it really be that terrible if she went?"

Tecna typed on her computer and then answered Musa. "Statistically yes. A pixie's chance of surviving two trips to the under realm is less than ten percent. What do you think Digit?"

Pulling up her own hologram computer Digit scanned the screen quickly before answering her bonded fairy. "9.8 to be exact."

Lockette lost her temper now as she angrily flew off of Flora's shoulder and right in front of Layla. "We're all in this together if you guys go I go!"

Amore piped up next. "If Lockette goes i go. When do we leave?"

Stella stomped her foot and crossed her arms across her chest in frustration. "You're not going."

Amore turned to look at her own bonded fairy now. "Aside from being there for Bloom I need to be there for you." Amore explained shrugging her shoulders at the blonde's annoyance.

"Too Taa." came from Piff who flew away from Layla and toward the growing group of pixies determined to go with them.

Chatta spoke up from where she was floating in between Flora and Helia. "She said she's going and if Piff's going then I'm going to."

"Well if Chatta goes I go." Chatta and now Tuned joined the other three in the middle of the teenagers and Layla had even less patience than Stella now. "No way!"

Helia turned to Tecna as she tried to get Digit to talk some sense into the others. "Um Digit, this is completely illogical. Reason with them!"

Digit looked into Tecna's eyes and said "It is true that our chances are quite bad but there are times when you can't rely on logic and this is one of those times. So I say we all go together!" With that all six pixies were now grouped together as a united front and cheered.

Helia looked around and knew the girls had given in by the defeated looks on their faces.

"Okay fine!" Stella huffed. "Just be careful."

The fairies, heroes, and pixies all made their way out into the courtyard where headmistress faragonda was now waiting for them next to the ship.

Faragonda debriefed them once more and everyone prepared to file onto the ship while Timmy started explaining the modifications he had made to the ship in case there was ever a need to go back to Shadowhaunt. When it was evident that nobody aside from Tecna knew what he was saying Riven had interrupted and told him he was wasting his time.

"Hold on a second guys." Tecna stopped. "I did a simulation of our landing and it looks like the ship is about fifty percent too big to fit inside any of the openings that will lead us inside the caves."

Brandon scratched his head in confusion not seeing the problem. "Can't you just use magic to make them bigger or something?" on the word 'magic' he waved his hands around in what could only be described as a whimsical manner.

Riven shook his head at the squires need to play out his words. "The caves absorb magic, remember."

Flora stepped in before the two started arguing. "Magic won't work we have to figure something else out."

Sky rubbed his chin in thought for a moment before turning to his brunette squadmate. "Hey Brandon, have you kept in touch with your friend Amentia?" Smirking at the last bit he put his hand on Brandon's shoulder.

Brandon looked affronted at the bery thought. Helia couldn't help but wonder just how bad this Amentia really was.

"Friend? You've gotta be kidding me. I never want to see her again."

"Well." Sky said, while it seemed to Helia he tried to hold back a laugh, "I was thinking we could use one of those giant guard worms to bust open the cave so we could fly the ship in." By the end of his master plan Sky had his arms folded and smirked at the squire who in turn looked about ready to be sick.

"Ahh!" several of the group jumped at his shriek. "Dude! you're saying you want me to ask her a favor? Queen Amentia?"

Sky nodded his head still smiling even wider. "Yeah."

Brandon appeared as if he would have a panic attack any moment. "You just don't understand man. You've never had your eyebrows plucked."

At this each of the girls raised one of their perfectly sculpted eyebrows and gave him withering looks. "Oh don't be such a baby." Musa said to him as she knocked Riven's shoulder so he would stop laughing.

"Now Brandon," Sky started of slowly an then started speaking faster. "I know you're scared of her but we're trying to save the universe."

Brandon replied instantly "I'm not scared."

"Well in that case I think that you should go to Downland brandon, and Sky and Layla will go with you."

At Sky's frightened look Riven couldn't hold in his laughter and started cracking up, even Helia and the girls let smirked take up their faces and musa didn't bother trying to control Riven. Of course Faragonda knew Layla wouldn't have a problem going with them and since Sky had been _so_ adamant on the idea.

"Of course Sky, like you said, you are trying to save the universe. You're not scared are you?"

Sky then answered defeated. "Of course I'm not" though it was hard to hear over Riven's laughter. His as well as Brandon's, had gotten so loud that they were now drawing attention from the other students walking around the quad.

The three going to Downland got on Leva bikes as Faragonda gave them one last pep talk before the others would head back into the ship. "Now remember the darkness is strong in the Under realm but as long as you stick together I believe you will prevail. Each student had determined looks set onto their faces as they either rode off on bikes or loaded onto the ship.

* * *

After nearly an hour the ship finally landed at their deisgnated meeting point only to find that their friends had not arrived. "They're not here, we'll have to go to meeting point B." Timmy informed the group

Helia who had been looking out the window was the first to notice the bikes left unattended. "Look at their levabikes."

Hearing this Riven rushed to the front to see for himself and then rushed off the ship, with Helia and Timmy following to go inspect his bike, which Layla had been using. As Helia and Timmy brought Sky and Brandon's damaged bikes back onto the ship Riven sighed in relief seeing that his bike wasn't even scratched.

Bringing his own bike back onto the ship he caught the tail end of Stella's rant.

"Oh no! What if something happened to my Snookums! what if he's hurt! His bike is comepletely destroyed!" she cried into Flora's shoulder as the nature fairy did her best to calm the hysterical girl.

"Relax Stella I'm sure they're fine. Riven's bike isn't damaged so that means even if Sky and Brandon were hurt, which I'm sure they're not, Layla was fine and if anything was wrong she would have called us." Flora said soothingly as she rubbed the sun fairies back. Helia smiled indulgently at his girlfriend, he really was a lucky guy to have her.

Timmy had begun to say something about not having cell service out here but Tecna hit him to shut him up and Flora gave him a dangerous glare. He gulped and kept his mouth shut. Luckily Stella, who had finally calmed down, hadn't realized Timmy ever even opened his mouth.

Instead timmy said how they shouldn't worry because worrying wasn't going to help. Stella was in a bad enough mood to snap at his but ten Riven set her over the edge when he said "Heroics 101: keep a positive attitude.

"Reality 101: Our friends are in danger so don't tell me to pretend everything's peachy keen, okay Riven? I'm worried and I have every right to be!" Stella was about to become hysterical again and Riven was about to give a biting retort when Flora gained their attention

"Aren't you guys just a little worried too?" she asked timidly, not wanting to set anyone off again.

"Okay we're worried but can we not dwell on it!" Riven snapped and Flora looked to the ground refusing to meet anyones eyes. Helia glared at Riven before hitting him in the head and walking over to Flora and moving her chin so she had no choice but to look at him.

"We're all worried Flora, it's okay. There's a lot to be worried about right now but we have to have to focus on the positive." Flora smiled up at him and nodded her head.

Stella looked at the new couple from her spot next to Flora. "Helia I really am sorry about what I said about you not being a real hero and not being here for the witch invasion last year. I didn't mean any of it."

Helia smiled forgivingly. "I know Stella it's okay. I forgive you."

With that Helia got back to his seat at the front of the ship so they could lift off and head to their next meeting point. Once the ship was in the air and flying Timmy and Tecna could handle it themselves and Riven got up and walked over to Flora.

Flora and Stella looked up from their conversation when they noticed him. "Uh Flora can i talk to you for a minute?" Riven asked gruffly. "Yeah sure" she replied as she got up and followed him to the back of the ship.

Helia watched them walk off and smirked. It was obvious Riven felt bad about snapping at Flora. He knew that she was close to him, second only to Musa, and that she had helped him deal with a lot in the past. He was clearly upset with himself for making her upset.

Back on the other side of the ship Riven rubbed the back of his head awkwardly. "Look Flo, I'm sorry about snapping at you before. I'm just really stressed out. This is even more dangerous than the witch invasion last year and I really am worried."

Flora smiled at him in her kind nature. "I know Riven it's okay. We're all stressed out and worried right now I should have realized that and not brought it up."

Riven looked at he girl in amazement, only Flora could put the blame on herself for someone elses actions. "It's not okay Flora. My bad attitude isn't your fault and I shouldn't have taken it out on you. This whole mission you've been calming everyone elses fears but you have your own fears too and Helia's the only one who's been paying attention. I really am happy for you two. I think you'll both be a lot happier now."

Flora smiled again. "Thanks Riven." and kissed his cheek in a sisterly manner before walking back to her seat and continuing her conversation with Stella.

Riven shook his head at her and smiled then went back to his own seat next to Helia at the controls.

"Keep her happy and don't let her be too hard on herself." was all he said before his expression went to stone again and he focused on helping to fly the ship again now that the terrain was getting harder to clear.

* * *

They had been flying for a while longer now when Riven noticed something on the moniter. "I'm picking up a remote message signal."

Helia looked at it for himself. "It's from brandon, it says that we should head back to meeting point C and wait for them there."

"Alright here we go guys." once again Timmy and the others lifted up the ship again and started heading in another direction.

Before they could get far the ship shook and seemed to buzz. "Oh no the ship's been hit!" Tena shouted.

"Everyone hold on, it's gonna get bumpy so stay in your seats!" Timmy shouted as the guys and Tecna tried to stabilize the ship.

Stella of course didn't want to listen. "I am way too stressed to stay in my seat." as she stood and stomped to the middle of the ship.

"Oh no it looks like the main system is crashing!" Timmy informed the others. Timmy opened a panel on the control board and started attempting to fix the problem. "Tec can you help me?" Timmy called out desperately.

"No problem Timmy!' Tecna transformed and some kind of magical cables seemed come from her and connected with the ships controls. "Consider me your new computer."

Timmy, along with the others, looked shocked for a moment, none of them realizing she could do that. "That's awesome!"

With Tecna's powers they once again regained control of the ship and everyone let out a sigh of relief.

* * *

They had gotten farther this time but still hadn't reached their destination when it got very cold. The temperature kept dropping so much that the ship had started frosting over and had gotten stuck. They're luck only seemed to get worse as Icy, from some hidden position, made a giant ball of ice that was going to fall on them if they could't get the ship moving.

Chatta squealed. "That's a pretty big piece of ice Flora and I think it's totally going to squish us!"

"Don't panic Chatta. I'll handle it" with determination written across her face Flora turned and ran for the door of the ship.

"Flora wait!" Helia called after her but before he so much as had the chance to get up she had already opened the door transformed and flew out of the ship.

She flew in front of the ice ball and gathered her energy. "Giant vines let's go!" with that she shot her magic out of her palms and into the ground where giant vines then grew and rasied up to hold the ice in place just as the pillar holding it was crushed. This would give them time to get the ship working again aand get out of there.

Her work done Flora flew back into the ship where Helia had her in his arms in an instant. "Don't ever do that again." he pleaded as he held her close to him. The second he released her she was tackled by the girls. "Woohoo go Flora!"

Helia shook his head and turned back to Timmy and Riven. "Do they do things like that a lot?" Helia asked the two who, though they were worried she had left the ship, were not surprised by it. The two looked at each other and then at Helia before answering at the same time. "Yup." This girl would be the death of him but he wouldn't have it any other way.

Unfortunately the girls' celebration was cut short when they realized it was getting colder and a look out the window showed them why. It seems that Icy wasn't happy that Flora ruined her Ice Crusher and instead decided to bring on an unscheduled snow storm.

Everyone was shivering in a matter of minutes. "This is my favorite outfit but I wish I'd worn something with shoulders." Stella admitted as she rubbed her hand over her shoulders in an attempt to warm them. Flora and Tecna both covered wrapped their arms around their exposed midriffs and Musa watched the breath leave her mouth. "Yo I think my pigtails are gonna fall off."

"The temperature has dropped thirty degrees in the last two minutes and the extreme cold is draining the ships power supply." Tecna said through chattering teeth before rubbing her hands against her arms as she and Timmy continued to look over the computer.

Helia wrapped Flora up in his arms in an effort to provide her with some warmth. She happily leant against him.

"We don't have much time to get out." Timmy gasped out.

After several minutes at failed attempts the shivering and chattering teeth in the ship worsened. "Any progress yet?" Musa questioned.

"We're close to coming up with a solution. Tecna and I just have to make a few more calculations." Timmy informed her.

Hearing that they still didn't even have a solution Stella's eyes went wide as she shouted. "Forget it! No more stupid calculations, I'm gonna go out there and use my charmix!"

Timmy tried to stop her. "No Stella, we have a plan. Look it's going to work."

Stella waved her hand at his word dismissively. "Look, you can plan all you want but I'm in a tube top dress and it's ridiculously cold in here so I'm gonna go do something about it right now!" With that she stomped off, no one brave enough to get in her way.

Stella went out and had managed to raise the temperature significantly, the downside however was that she caught Flora's vines on fire and if they didn't get the ship moving in seconds it would hit them. Stella got back inside and detransformed as the guys and Tecna started up the ship again, lifting up and flying off just as the vines gave out.

* * *

They had finally made it to meeting point C just in time to see one of Downland's guard warms break a hole through the cave big enough for the ship to fit through.

Everyone exited the ships to go greet their friends. The guys going to Sky, Stella rushing to engulf Brandon in a hug, and the rest of the girls to Layla to find out what happened.

"So Brandon survived another encounter with Amentia?" Helia asked laughing.

"Yup and his eyebrows are fully intact." Sky assured also laughing.

Riven chuckled as he said. "You know I read this article that says most girls wish guys would groom their eyebrows." The three busted out laughing for a moment until the reality of what they had to do next set in. They all looked to each other and with nods of their heads piled back onto the ship preparing to fly into Shadowhaunt and face off with Lord Darkar.


	14. Make Way

NO POV

Everyone filed back onto the ship and they flew into the newly formed tunnel.

"Amentia's guard worm cleared a path but it's pretty tight." Timmy informed the girls as the guys were all seated at the controls to ensure there were no accidents.

"Yeah and it looks like she ran into some of the locals." Stella commented from behind Brandon's chair as she looked over his shoulder out the ship. The others looked over to see Amentia and her guards fighting of a hoard of shadow monsters.

"Oh I wouldn't worry about her." Layla assured glancing at the scene herself to see Amentia take down three of the creatures. "I think she can handle herself just fine, she seems pretty tough to me."

Seconds later they zoomed over the fight going on and out into the main cavern of Shadowhaunt.

"Okay everyone, Lord Darkar's fortress is straight ahead." Timmy announced, only just barely getting the words out of his mouth before Layla was shouting. "Incoming!"

Bat like creatures were swarming towards them. "I got it!" Brandon hit some buttons on the control pad and started firing at the monsters. "Got 'em!"

Stella threw her arms around Brandon's neck. "Oh Snookums you're so good with a blaster."

"I wouldn't get too comfortable if I were you." Helia suggested.

"There's more up ahead." Flora warned looking out the window with Helia.

"What do we do now?" Musa questioned looking toward Riven, hoping for an answer.

"We can't land with those things coming after us but we can't just keep flying around either, we have to take them out." Riven said glancing at Musa then back to the controls.

"Yeah but they're scattered too far apart. We won't be able to get all of them with the ships cannons." Brandon told him.

before anyone else could make a suggestion the creatures were gaining on them. "Timmy bank left!" Helia ordered.

"Got it. Every one hold on."

Timmy avoided the monsters and stabilized the ship again. After having been silent since getting back on the ship Sky turned to face the others. "I'm going to the red wing. Riven and Helia get up to the battle bridge. We gotta take those things down so we can land safely and the girls can get into the castle." Helia and Riven nodded and rose from their seats to head to the battle bridge.

Before Helia left he felt someone grab hold of his wrist. Turning around he saw Flora looking worriedly at him. "Promise me you'll be careful okay?" she requested of him. Helia grabbed her hand and squeezed it in a sign of comfort. "I promise, try not to do anything too dangerous while I'm gone." Flora smiled at him and he turned to follow Riven.

* * *

Helia POV

Riven and I climbed into the battle bridge and prepared for take off. Riven started up the engine while I connected the com link with Sky in the red wing and everyone else in the ship.

"Ready to go Timmy." Riven confirmed through the com link.

"Detaching carrier pod, good luck you guys." with that said Timmy released thge battle bridge from the rest of the ship and we took off after Sky to take down the monsters.

We were all blasting the shadow monsters out of the air left and right.

"Woo! I just took out 23 of those things on my first pass, yes!" Sky exclaimed.

"Watch it Sky, this isn't a competition." Timmy reminded from the ship.

Riven on the other hand took it as a challenge. "23? huh I can beat that. Watch this."

"Riven" I tried to warn him but he didn't listen. He fired at the next group of monsters to come into sight. "We'll catch up to you in no time ace." he said to Sky.

"Yeah well why don't we focus on clearing the way instead of beating Sky just this once Riven?

Riven smirked. "Now where's the fun in that? Why not kill two birds with one stone?" I sighed and gave in. As long as we made a path it didn't matter how.

Things were going pretty good until some sort of negative energy came at the ship and started messing up the systems. The ship started shaking violently and Riven and I both shielded our eyes. "Sky is this hitting you too?"

"Yeah."

Timmy's voice cam through next. "Sky look out!"

At Timmy's panic Riven and I uncovered our eyes and searched for Sky and the red wing. I spotted him just as he hit a stalactite and lost control. "He's gonna crash into the ship!"

There was nothing I could do but watch. we were too far to even try and do anything. Luckily he gained control back and veered the red wing out of the collision path it was on.

There was shouting from everyone on the ship through the intercom then Sky's voice. "Sorry about that."

"Is everyone okay?" I asked.

"I'm good. I think I've leveled out now." Sky assured.

"We're all fine in here. Whatever that was it's gone now." Brandon answered.

"Hey what's that?" Riven questioned. I followed his gaze and saw several glowing orbs going after the ship. Upon impact the ship shook violently. More shouting was heard over the intercom.

"Are you guys okay?" Riven questioned. There were about five seconds of tense silence before Flora's voice came through. "We're all fine."

I sank into my chair in relief until I heard what came through next. Musa was talking now. "Tecna says the monsters up on the rocks must have been powered up. I bet it was the Trix."

Flora's voiced her thoughts next. "That must have been what that energy was that interfered with the ships."

With the threat of the bat monsters handled we and Sky flew off to attack the monsters that were attacking the ship. As we got closer they started hurtling boulders too. "Oh come on, you have got to be kidding me!" Riven shouted.

"Hey where did Sky go?" looking around I couldn't see him anymore. Then suddenly he came flew out from under us whooping through the com link as he took down more monsters. "That show off almost clipped us." I shouted angrily.

"Yeah enough with the air show already ace." Riven admonished him.

"Haha sorry." Sky apologized sheepishly, likely from being reprimanded by Riven of all people.

"Be careful would ya Sky. You're going to give me a heart attack up here. That was entirely reckless and unnecessary. Have you lost your mind?" Riven and I both blinked at that.

"Is he always this much of a mother?" I asked Riven and all he did was shake his head and confirm it with a "yup."

Things finally started to calm down, as much as could be expected anyway. That was until one of the monsters got bored throwing rocks around and jumped on top of the red wing. Sky started spinning around trying to knock it off but to no avail. In the process he flew into another stalactite and lost control again and the monster was thrown off but this time it didn't look like he was going to balance out.

"His wing caught fire." Riven noticed.

Sky's voice came over the speaker again. "Guys forget about me. Just get to Bloom."

Riven scowled. "What do you mean forget about you? Did you ever forget about us?"

"Riven" Sky's sounded relieved. "Boy am I glad to hear your voice."

"That must be a first." Brandon commented. Something that sounded very much like a hand hitting a head was heard then Stella's voice was heard from the ship. "Not the time!"

Riven looked over to me and smirked. I couldn't stop myself from rolling my eyes.

Brandon's commentary was quickly forgotten as Sky started talking again. "My wings been shot."

Riven started ordering the prince. "We're opening the hanger bay. If you're gonna crash crash in here Ace."

"That's a great way of putting it." I had to agree with Sky there. "Too bad we haven't got to emergency landings in flight class yet."

"Eh how hard could it be?" Riven questioned sarcastically.

"My display's glitching. I can't get a clear visual."

Looking at the monitor showing the back of the ship it was clear that Sky couldn't see from the way he was swaying all over the place.

"It's not gonna work." Riven grunted starting to panic. "Can you think of a way to reel him in?"

"I can do it." Without waiting for Riven to respond or even register what I said I was out of my seat and making my way to the open hatch of the hanger bay.

* * *

NO POV

Helia stood facing the open hatch and more importantly the haphazardly flying red wing. Helia smirked and released his laser string glove to wrap around the one seater ship. Once the strings wrapped around it securely he pulled.

He gripped his arm with the glove in order to give it more support as he pulled the ship in. He had nearly gotten the ship in when another swarm of the bat creatures came flying out of nowhere at Sky's ship. The force sent Sky and the red wing back and dragged Helia with it. He shouted as he was dragged along the floor.

Helia regained his footing just as he got to the edge of the ship. He started pulling the ship back to the hanger inch by inch. Helia pulled himself up and with a final yank jumped back as the ship came crashing inside. Retracting the laser back into his glove Helia stood up straight and hit the switch to close the hanger door as Sky climbed out of the now wrecked red wing.

Sky and Helia made their way back to join Riven at the controls just in time to hear the girls decision to go outside to reverse the spell the Trix put on the creatures.

"That means we better get the monsters out of their way so they can work they're magic" Sky said.

With that they got to work and got rid of the remaining monsters they missed earlier.

"Alright the area is clear." Riven told the other ship.

As soon as Riven gave the all clear the girls flew out of the ship and did their thing. In a matter of minutes they were able to reverse the spell on the monsters and knock them back down to their normal power level.

The girls landed on the now cleared off cliff edge and waited for the guys to join them.

* * *

Once all the boys but Timmy, who was keeping the ship in the sky, were stood with them they started discussing their plan of action.

"Once you're in we'll guard the entrance and make sure none of the creatures come in after you." Brandon told them. At this the girls looked slightly worried. Not that they were worried about going without the boys but that they would not be able to know if they were okay.

"You're not coming with us" Stella asked.

"No we should stay out here." Riven confirmed.

Flora looked at Helia, concern clearly visible in her green eyes. Helia walked forward to talk to her before she went off with the other girls to save Bloom.

Flora looked down at the ground miserably. "Times like this make me wish I told you how I felt sooner Helia. I can't believe how much time I wasted."

Helia took flora's face in his hand and made her look up at him. "Forget the past Flora. Just think about the future. Ours, together because this isn't the end this is only the beginning. I just got you and I'm not going to let you go that easily.

Helia leaned forward and his lips connected with Flora's. She was surprised at first but soon relaxed into the kiss and poured all her love for him into it.

When they broke apart Helia took her hands in his. "Now go save Bloom and the world. I know you can do it because you are so much stronger than you think."

Helia wrapped her in his arms in a hug before letting her go to follow the others into Darkar's castle.

* * *

Just as the girls ad pixies flew out of sight more monsters came into view.

The guys got into defensive positions, ready to keep these things away from their girls.


	15. Fight for Friends and Ultimate Power

_Okay so I know it has been a crazy long time since I updated but I've had a lot going on with school and such. Then when I went to go and work on the chapter (which I had half way done before things got crazy) my flashdrive that I store all my fics on broke and I lost everything. So this would have been out sooner except I had to start all over. I have everything on a new (sturdier) flashdrive now so hopefully when I actually do get a chance to update now that won't happen again._

* * *

Once the girls were out of sight the heroes put their full attention back to the monsters. It was clear that there were too many for them to defeat all of them with only their single squad and more creatures constantly coming but they would give the girls as much time as they could to get to Bloom.

Their focus, for now, had to be on the monsters currently attacking them. Helia took a quick scan of his surroundings. Timmy was still in the ship blasting the ones that could fly before they got too close to everyone else. Riven was a couple of yards to Helia's left and Sky was now standing back to back with Brandon farther to his right.

Lastly he saw another Red Fountain ship speed by them. Back up had come but who? Whoever it was didn't seem to be there to help _them_ as they flew around a corner presumably to go after and assist the girls.

Helia didn't dwell on this as he dodged out of the way of a blast sent from somewhere above him and prepared himself as several of them jumped down from the ledge they had been waiting on and prepared to attack. Helia jumped into action and tied one of them up with his laser string glove before swinging it into two other effectively knocking them away from the fight and getting them out of the way.

This continued for a while until Helia came to a conclusion as he backed away from one of them as it stalked after him. "All these monsters are doing is wasting our time." Helia continued backing up until he came to the edge of the landing he had been on and lost his footing. He fell and landed flat on his back several feet below. The monster still coming after him, Helia let loose his laser gloves just as it jump and shocked as it got caught in the strings. He then rolled out of the way as it landed in an unconscious heap where he had just been.

"Helia's right!" Sky called out to everyone. "These monsters are no threat, let's go catch up to the girls."

"Well what are we waiting for? Let's go." Brandon added is two cents and they all set off into the caves blasting any shadow monsters that still tried to stand in their way.

Not far into the castle they found out just who their mystery back up was when they saw Codatorta, Faragonda, and griffin fighting monsters themselves.

There was no time for pleasantries and with barely an acknowledgment of their presence the teachers were ordering them to continue on and help the Winx Club.

They ran in and followed what seemed to be the main path until they heard fighting up ahead along with Tecna's and Digit's voices.

Timmy sprinted ahead of the others at the sound of Tecna yelling something indiscernible to assumedly a monster. But where were the other girls?

The boys turned a corner just in time to see Tecna take out her opponent and, upon hearing their entrance, turn around ready to fight them. Tecna quickly realized who she was about to blast and let the magic energy she had been about to send flying at them fade away as Timmy ran to her side and grabbed her up in a tight relieved hug. "Tecna you're okay." Timmy stated the obvious feeling better to have said it out loud.

"Where are the others?" Brandon asked.

"I told them to go ahead and find Bloom while I held these guys off." The technology fairy replied gesturing to where she had just finished up with the last monster.

"We're running out of time, we have to catch up with the others and find Bloom." Sky said.

"Hang on, let me track them." Timmy and Tecna requested at the same time. They looked at one another surprised but quickly focused on the situation.

"I Can pin point their location but it's going to take a few minutes." Tecna told them pulling out some gadget.

Helia looked behind Tecna and Timmy and smiled in relief at what he saw. "There's no need to waste your energy."

Tecna looked at him in confusion. "Huh?"

"Why, what's up Helia?" Brandon asked.

Helia simply pointed behind Tecna. Everyone turned and saw a paper crane on the floor that had definitely not been there before.

Brandon glanced at Helia cautiously. "Okay so a weird paper bird shows up, which is kind of creepy by the way, but how does that help us?"

Helia smirked as he walked past the others and toward the crane. As it sensed his presence the paper crane rose to float beside him.

"What is that?" Riven questioned as the bird flew off and everyone chased after it.

"It's a messenger crane." He told him not taking his eyes off of the folded paper in question.

"Cute you to teach Flora that?" Brandon asked from beside Helia.

"Yeah. Luckily she picked up on it pretty fast."

"I'll say." Sky agreed with the raven haired specialist as they continued running through the halls.

It wasn't much longer until they ran into Flora and Musa who had also just finished fighting their own adversaries when back up arrived. Seeing their allies coming Musa and Flora dropped to the ground to meet up with them.

Riven went to Musa's side and asked her if she was okay while Helia pulled Flora into his arms.

"So I take it you found the crane?" she asked, smiling into her boyfriends chest. Helia nodded while smiling down at her.

"Okay love birds time to break it up." Musa stepped in and gently nudged them apart. "Layla and Stella went on ahead. Follow us." Flora nodded as she and Musa led the way into the main chamber. As they entered they saw the pixies and pixie elders holding open some kind of portal.

"Thank goodness you're here." Ninfea told them. "The others have already gone inside. They need your help."

Without any kind of acknowledgement Flora, Musa, and Tecna flew into the portal with the boys coming in close behind them.

The first thing they saw when they entered was Bloom conjuring what they assumed to be the ultimate power in some dark form of her winx outfit but the most unsettling feature wass that her eyes were no longer their calming blue but a sinister gold-yellow color. The next thing they saw was Stella and Layla stuck to the ground and Darkar standing over them about to send a spell at Stella. Brandon saw the danger she was in and withdrew his phantom-sword and ran in front of her. "Not so fast Darkar!"

"Brandon!" Stella called out in relief.

"Are you guys okay?" Tecna asked as she made her way over to them.

"You mean aside from being stuck to the ground and covered in this goop?" Layla questioned with a raised eyebrow.

"Right, bad question." Tecna admitted.

During their little talk Darkar had flown back away from them, not prepared for them all and angry that they had all managed to get past his monsters and get into realix.

"This is ridiculous. I have no time for these little games!" Darkar waved his hand and dark energy sent all the guys and Tecna flying across the ground and landing on their backs where his magic held them there in an attempt to keep them from assisting the rest of the winx.

"No!" Musa and Flora called out as they hit the ground. Seeing as they were the only ones left not trapped or spelled Flora and Musa flew in front of the specialists and tecno fairy and threw up shields to protect them from Darkar's next attacks.

Seeing that dividing his power amongst the two of them was not working Darkar focused on Flora and the fairy of nature was sent flying back farther than the others had been, only stopping when she was knocked into a rock and crumpled on the floor in pain and without enough energy to get back into the fight.

Helia was horrified at what had just happened. "Flora!" he called out, breathing a small sigh of relief when she was just able to lift her head in his direction. At least she was still conscious.

Turning his attention back to the danger Helia saw Musa shaking in rage. "I'm going to make you pay for that darker!"

Darkar only laughed. "How are you going to do that when you don't exist anymore?" Darkar conjured his strongest blast yet and let it fly. Helia watched once again in horror but Musa wasn't hit. Instead, in his rage, Riven managed to force himself up and launch himself in front of Musa taking the blow instead of her. "No Riven!" Musa cried as she ran to him.

Darkar laughed and made some comment about Riven's loyalty but Helia wasn't listening. His eyes were wandering from Layla and Stella a couple of yards away from them, to the others surrounding him, to Musa and Riven, and Finally locking his eyes on Flora who was trying to pull herself up into a crouch but kept wincing as she tried to do so.

His eyes were only torn from her when he heard a new voice join them. Looking to where the voice came from Helia saw an incredulous sight. Somehow the trix had merged their powers and Icy now had all of that power or so it seemed from the new form she had taken on. She had her hair in two long pigtails and had all three of the witches gloomix bling and then some but the strangest part was that she resembled something of a shadow. Helia couldn't even begin to make sense of it but at the moment they were actually doing them a favor by distracting Darkar.

"Do you think she has a chance?" Layla called over to them as she and Stella worked on pulling the goo from their wings so they could stand.

"It looks like it but that chance is small." Tecna told them.

"Well whatever her chances are as long ass she's fighting Lord Creepy she's buying us time." Stella said standing up.

"Then we can't waste that chance," Flora agreed as she finally managed to pull herself up into a sitting position catching her breath for a moment before standing. "But what do we do if she actually manages to beat him?"

"If either one of them gains complete control of the ultimate power it doesn't matter who wins there will be no way to stop them." Tecna informed them all gravely.

Helia surveyed his surroundings again. Layla, Stella, and Flora were all standing now but he and the others were still stuck. Musa had Riven cradled in her arms still unconscious but he seemed to be stirring though it didn't look like Musa noticed.

Once again Helia's attention shifted when Bloom announced it was time to take the ultimate power.

"No Bloom! NO!" Sky shouted in agony.

The others girls started calling out similar statements.

"If I can talk to her then maybe I'll be able to break the spell." Sky thought out loud as he, like Riven, force himself to stand. The rest managing to at least sit up now that Darkar's focus wass not on keeping them contained.

They all looked at Sky as he walked closer to Bloom. "Sky?" Brandon called out questioningly. Not sure if this was a good idea but also knowing that Sky didn't care whether it was or not. Sky kept on walking until he was face to face with Bloom only a few feet separating them.

"Listen to my voice Bloom, It's me your boyfriend. Darkar put you under a spell." To everyone's surprised relief Bloom seemed to pause at this but then ignored him once again but Sky didn't give up. "This is not you Bloom. You are not evil." Bloom listened again and seemed to be going through some kind of inner turmoil if her eyes were anything to go by. "Please Bloom. I- I love you." Sky tried one last time before tears started to fall from his eyes.

The next couple of minutes everything seemed to go by in a blur. Everyone gasped at Sky's admission and then the dark energy around them became too much for Sky and he collapsed. Darkar was about to destroy all of them for good when Bloom started doing something. She and the ultimate power began glowing brightly. When the light faded the ultimate power was gone and Bloom was back to normal.

"Bloom what are you doing? What have you done with the ultimate power!" Darkar roared.

"I sent it back where it belongs." Bloom turned to smirk at him as she said this.

Darkar went into a rage at this newly acquired information and lost his focus on the still trapped teens completely, freeing them.

"Woah." "How did she do it?" Layla and Stella commented and questioned respectfully.

"She used the power in her heart to fight the darkness and she won." Flora explained with a smile seeing her roommate back to normal.

Any lingering remnants of Darkar's magic were over powered by Blooms and on top of everyone being freed from his spell keeping them stationary Riven woke up in Musa's arms. Causing the musical fairy to crawl back and hide her face in embarrassment much to Riven's confusion having not remembered what exactly happened.

As Sky stood and Bloom flew down to meet him Helia focused on another fairy and raced over to Flora.

"Are you okay Flora?" He questioned. Flora nodded her head.

"I'm okay just a little bruised." She assured him. "I'll be fine." Helia accepted her answer and hugged her tight. "Please don't scare me like that again. You seem to have a habit of it." Flora giggled but stopped when the three professors appeared and Codatorta started giving orders.

There they are! Hyperion formation boys!"

The boys all called out in sync "Let's go!" before moving into action.

Darkar was growling now, completely enraged. "it doesn't have to end this way. Give me Bloom and I'll spare you."

He went mostly ignored as the girls prepared to fight and the boys pulled out their weapons. The only answer he did get was a resounding "No" from the blonde specialist. And Layla's comment of "I'm really looking forward to taking this guy down."

The girls quickly made a plan behind them, realizing they would need to use all their powers at once in a charmix convergence and once this was established flew up and got into their own formation with the boys covering them and Faragonda and Griffin distracting Darkar.

The girls had a little pep talk and summoned their charmix. They all held hands in a circle and closed their eyes in concentration. "Winx Club charmix convergence!" they all called out as one and their magic energy combined into one spell that they proceeded to send straight for Darkar. There wass nothing he could do. Once the spell hit him he was done.

They may have defeated Darkar but now the force of their magic caused a shift in the balance of Realix and everything began shaking as rocks crumbled and fell. They had to get out of there and fast. Everyone either flew or ran for the portal making it out just in time. The portal closed only seconds after the last fairy flew out.

"Is it over?" Chatta asked?

"Yes." Faragonda sighed with a smile on her face. The pixies and all the teens sighed in relief at the statement being made out loud.

Though the calm didn't last for long as everything began shaking and rocks and pillars collapsed.

"Let's get out of here!" Layla yelled.

Everyone began running as Codatorta and Timmy each took out a gadget and called the ships to their location. The professors got on their smaller ship while everyone else got in the other.

The girls immediately sank into seats in exhaustion with their bonded pixies staying close by them. The guys went straight to piloting the ship out of the under realm and once they were in the clear they too allowed themselves to relax as Timmy put the ship on auto pilot back to Alfea.

Helia made his way over and sat next to Flora putting an arm over her shoulders as she leaned into him. They didn't speak and at the moment there was nothing that needed to be said. All they needed was the peace the other provided them.

When they arrived at Alfea Helia kissed Flora and told her he would stop by tomorrow.

Once the boys saw the girls inside the school they headed back to Red Fountain to get some well deserved rest.

* * *

The next couple of weeks until the end of the year went by without a hitch. No one was kidnapped, nothing was stolen, and nobody tried to take over the magical dimension.

The only thing worth being noted was how close Flora and Helia had gotten. They made a point to go out at least once a week whether it was to dinner, a movie, or a walk in the park.

The girls also had their monthly slumber parties and of course spent the majority of the week hanging out.

By the time the end of year school mixer came everyone was excited and without a care in the world. Students from Red Fountain, Alfea, and even Cloud Tower were in attendance.

When the boys got there the couples all went off on their own, the pixies having already disappeared somewhere. Layla mentioned something about them wanting hot cocoa and Layla herself went to tear up the dance floor.

Helia and Flora headed over to the gazebo and for a while sat together watching the moon and stars and talking.

"Flora, did I ever tell you why I decided to transfer back to Red Fountain." He looked into her eyes as he spoke.

Flora blushed slightly but answered him. "No." She was curious now.

"It was because of you." He still hadn't taken his eyes off of her so he saw the slight widening of her eyes and chuckled causing her to blush a shade darker.

"Really?" she asked him not understanding why he would make such a big decision because of her.

"Yes. Flora from the moment I met you I knew there was something special about you and I was willing to come back here because I wanted to find out more. I wanted to know you Flora and I am so glad that I did. I love you Flora." The sincerity in his voice left no room for doubt and Flora smiled.

"I love you too Helia." The two shared a kiss and when they separated smiled at the other.

They sat in a comfortable silence until Flora stood to go lean against the railing. Helia took this opportunity to sketch her, his muse. He had just been finishing the drawing when Flora turned to him and he lost his focus on the paper when faced with the beauty in front of him, not even realizing when the pencil rolled out of his hand.

"Come on let's go dance." Flora tugged his hand and dragged him off back to the party where the music could be heard and their friends were in sight. They danced with each other and with their friends. Each of the guys dragging Flora away from Helia at some point. They cheered as Musa performed before she demanded all the Winx join her and they all sang a few songs before letting the DJ take over again.

In the middle of their partying Timmy called everyone over to take pictures and everyone piled in. They got a lot of photos some good, some bad, and some downright hilarious like the one where Sky got knocked over by sugar high pixies.

The one thing all the pictures had in common was that they captured a night that none of them were soon to forget.


End file.
